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Annual Report 2015 - Renuka Group · course of the year, RAL was able to further cement its position as a leading Coconut Food and Beverage products provider. In this context, I am

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Page 1: Annual Report 2015 - Renuka Group · course of the year, RAL was able to further cement its position as a leading Coconut Food and Beverage products provider. In this context, I am
Page 2: Annual Report 2015 - Renuka Group · course of the year, RAL was able to further cement its position as a leading Coconut Food and Beverage products provider. In this context, I am

CONTENTSWHO WE ARE, VISION, CULTURE AND VALUES 1

MANUFACTURING & PLANTATIONS 2

AT A GLANCE 3

PROFILES OF DIRECTORS 4 - 5

CHAIRMAN’S REVIEW 6

CORPORATE GOVERNANCE 7 - 11

AUDIT COMMITTEE REPORT 12

REMUNERATION COMMITTEE REPORT 13

RISK MANAGEMENT 14 - 17

SUSTAINABILITY REPORT 18

REPORT OF THE DIRECTORS 19 - 22

STATEMENT OF DIRECTORS RESPONSIBILITY 23

FINANCIAL REPORTS

INDEPENDENT AUDITORS’ REPORT 25

STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME 26

STATEMENT OF FINANCIAL POSITION 27

STATEMENT OF CHANGES IN EQUITY 28 - 29

STATEMENT OF CASH FLOW 30

NOTES TO THE FINANCIAL STATEMENTS 31 - 71

REAL ESTATE PORTFOLIO 72

FIVE YEAR SUMMARY 73

SHAREHOLDER AND INVESTOR INFORMATION 74 - 75

NOTICE OF MEETING 76

FORM OF PROXY 77 - 78

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PROFILES OF DIRECTORS

Dr. S.R. Rajiyah

Dr S.R.Rajiyah is the Executive Chairman of the Company. He is also the Chairman of Renuka Foods PLC, Shaw Wallace Ceylon Ltd and the Managing Director of the Renuka Group. He is a medical doctor qualified in Sri Lanka and counts over 38 years of corporate experience in operations, quality management, research and development as well as in founding and running businesses.

Mrs. I.R. Rajiyah

Mrs. I.R. Rajiyah is the Executive Deputy Chairperson of the Company. She is qualified in Business Studies from the United Kingdom and is a fellow of the British Institute of Management. She counts over 38 years of corporate experience in founding and running businesses. She was presented with the Best Women Exporter Award in 2009 by the National Chamber of Exporters Sri Lanka. She is also the Executive Chairperson of Renuka Holdings PLC, Executive Deputy Chairperson of Renuka Foods PLC, a Director of Shaw Wallace Ceylon Ltd, Richlife Dairies Ltd and several un-listed companies.

Mr. V. Sanmugam

Mr V. Sanmugam is an Executive Director/Chief Executive Officer of the Company. He holds a Bachelor of Engineering Degree from the Mangalore University. He counts over 28 years of industrial work experience, out of which, 18 years have been with the Renuka Group Companies. He has extensive experience in supply chain management and overall general management functions. He is also an Executive Director of Renuka Foods PLC, Shaw Wallace Ceylon Ltd and Richlife Dairies Ltd.

Mr. S.V. Rajiyah

Mr. S.V. Rajiyah is an Executive Director of the Company. He is also an Executive Director of Renuka Holdings PLC, Renuka Foods PLC, Shaw Wallace Ceylon Ltd and Richlife Dairies Ltd. He heads the Business Development, International Marketing and Investment Division of the Group. Mr. Rajiyah is a graduate in Management from the Warwick Business School, University of Warwick, United Kingdom. His direct interest includes corporate strategy, key product and brand development and portfolio management. He has over 14 years of experience in General Management. He is a member of the Young Leaders Steering Committee of the Chamber of Commerce and a member of the Economic Fiscal Policy Planning Committee of the Ceylon Chamber of Commerce.

Mr. M. Terfloth

Mr M.Terfloth is a Non-Executive Director and holds MBA from IMD, Switzerland and a BSc in marketing. After trading financial instruments in London and New York with Credit Suisse-First Boston, he joined Terfloth & Kennedy (U.K.) Ltd. Since 1991 he has been President and CEO of B. Terfloth & Cie (Canada) Inc, then also taking over the chairmanship. His direct interests include international strategic sourcing, key product and brand development.

Ms. A.L. Rajiyah

Ms. A.L. Rajiyah is an Executive Director of the Company and holds a BSc (Hons) degree in Accounting and Finance from the University of Warwick and MSc in Law and Accounting from the London School of Economics. She spent 3 years at the investment bank, Morgan Stanley in London where she was involved in the structuring of credit derivative products linked to European corporates. She subsequently joined Alcentra Limited (a subsidiary of Bank of New York Mellon Corporation) which is a USD 18 Bn asset management firm in London, where she was a Vice President involved in portfolio management, trading and investing in credit derivative products for Alcentra's structured products platform. She is also an Executive Director of Renuka Foods PLC and Non-Executive Director of Renuka Holdings PLC.

Mr. S. Nagarajah

Mr. S. Nagarajah is an Independent Non-Executive Director, a finance professional with over 38 years’ experience since 1976 in banking sector. He is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka, Member of Chartered Institute of Management Accountants of United Kingdom and also a Member of Association of Chartered Certified Accountants of United Kingdom.

Mr. C.J.De S. Amaratunge

Mr. C.J.De.S. Amaratunge is an Non- Executive Director of the Company. He is an Attorney-at-Law and Notary Public and was called to Bar in 1967. He is the Senior Partner of M/s Dissanayake Amaratunge Associates, Attorneys-at-Law, Notaries Public and Solicitors. He counts over 43 years of experience in all civil branches of the law including Commercial Corporate Conveyancing and Litigation. He serves as a Director on several boards of both private and public companies.

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Mr. L.M. Abeywickrama

Mr. L.M.Abeywickrama is an Independent Non-Executive Director of the company. He is a Management consultant and trainer with over 28 years of management experience in the private sector both Sri Lanka and Overseas. He holds a Bachelors Degree in Science from the University of Colombo, a Post Graduate Diploma in Marketing from the Chartered Institute of Marketing and MBA from the American University Washington DC. He is a fellow of the Chartered Institute of Marketing and a past Chairman of the CIM Sri Lanka region. He serves as a Non-Executive Director on the Boards of Renuka Foods PLC and Renuka Holdings PLC.

Mr. M.K.A. Ranglin

Mr M.K.A. Ranglin is a Non-Executive Director. He joined GraceKennedy in 1980 at Grace Foods Processors Meat Division in Westmoreland, starting in the position of Quality Control Technician and moving to General Manager in 1984. Over the next 20 years he held several senior management positions within the Foods Division and was promoted to the position of Senior General Manager – Domestic Business in January 2005. He was appointed Chief Executive Officer of Grace Foods UK Limited in February 2008 and on 1st March 2011 he was promoted to CEO for GK Goods Division. He was also appointed to the Board of Directors of GraceKennedy Ltd. Mr Ranglin holds a B.Sc. (Hons) in Chemical Engineering from the University of the West Indies and a MBA in Technology Management.

PROFILES OF DIRECTORS (contd.)

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It is with great pleasure that I welcome all of you, our valued shareholders, to the 16th Annual General Meeting of RENUKA AGRI FOODS PLC and present to you the Annual Report and Audited Financial Statements for the year ended 31st March 2015.

During the year under review, Renuka Agri Foods PLC (RAL) was able to overcome many challenges in both global and domestic environments and achieved a significant net profit. The company was able to achieve this feat by delivering value to its customers, providing total solutions through both product and process innovation, while focusing continually on improving efficiencies on a sustainable basis to enhance shareholder value. During the course of the year, RAL was able to further cement its position as a leading Coconut Food and Beverage products provider. In this context, I am pleased to present the Annual Report and the Audited Financial Statements of the company for the financial year ending 31st March 2015.

RAL continuous commitment to innovation, superior quality, speed and sustainability has created uniqueness for the Brand Renuka Agri. The company’s valued clientele regard it as a front runner of innovative products, enabling RAL to position itself as a dynamic and comprehensive manufacturer, in line with the highest global standards but with an integral Sri Lankan touch to it.

The Economic Environment

The company continues to operate in a local and global economy which displays uncertainty in the economic arenas resulting in fortunes for its product demand/pricing, raw material supply/pricing and currency parity being subject to fluctuations. On the local front, interest rates continued to decrease and the stability of exchange rates throughout the year supported our exports.

The Industry Performance

The Coconut industry saw the nut production in 2015 of 2,870 Mn, increased by 14% from 2,513 Mn nuts in 2014. The Coconut Development Authority has shown initiatives in promoting the benefits of value added coconut consumption locally by educating the masses on the benefits of using processed coconut products as opposed to wasteful domestic methods, which results in at least a 40% wastage of the nut. Similarly, the Coconut Cultivation Board and the Coconut Research Institute is actively engaged in promoting new cultivations in the North and East as part of a larger government initiative to ensure increase in acreage of coconut plantations.

The Company Performance

I am pleased to note that we have achieved Rs 3.42 Bn in revenue for the group and Rs 2.09 Bn for the company. The year 2014/15 results show that your organization has progressed even further in top line, laying the foundation for future growth in bottom line in years ahead. We have recorded a total comprehensive income of Rs. 342 Mn for the company and Rs. 541 Mn for the group during the current financial year. The statement of

CHAIRMAN’S REVIEW

financial position has become further strengthened in the year under review with total assets increasing to Rs 2.88 Bn for the company and Rs 3.17 Bn for the group

From a cost perspective, the main factors that affect the business from an external point of view are coconut prices and cost of energy. The price of the primary raw material coconut increased while there were also increases in wages, electricity and maintenance costs. Thus while we look at expanding our own raw material base; in the area of energy, the company has undertaken several major initiatives to reduce energy consumption such as multi fuel boiler and steam regeneration.

In this challenging environment, the success of the marketing initiative that enabled high capacity utilization through the year, the lean initiatives pursued by cross functional teams and commercialization of new value added products helped to protect overall profitability. The main markets for RAL products are the European Union, USA and the Middle East. The company’s main customers comprise leading retail chains, industry customers and distributors. To further strengthen the strategic relationships with these customers, RAL has expanded into differentiated programs and strengthened the existing product portfolio.

Acknowledgements

I wish to express my sincere gratitude to my fellow directors on the board for their support, and to my other colleagues in the group who have worked tirelessly to add to shareholder value, and to all employees for their dedication and commitment. I also extend my gratitude to the shareholders and all other stakeholders as well as to our loyal customers around the world for the support and confidence placed in us.

Sgd.Dr. S.R. RajiyahChairman

5th August 2015

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Corporate Governance is a system of rules, practices and processes by which a company is directed and controlled. Corporate Governance essentially involves balancing the interests of the many stakeholders in a company - these include its shareholders, management, customers, suppliers, financiers, government and the community. Since Corporate Governance also provides the framework for attaining a company’s objectives, it encompasses practically every sphere of management, from action plans and internal controls to performance measurement and corporate disclosure.

The Company holds itself accountable to the highest standards of Corporate Governance and provides public accessibility to the information of the Company. Corporate Governance has been institutionalized at all levels in the Group through a strong set of corporate values which have been adhered to by the senior management and Board of Directors in the performance of their official duties and in other situations which could affect the Group image. The Group is committed to the highest standards of integrity, ethical values and professionalism in all its activities.

At Renuka Agri Foods Group, we set our framework of Corporate Governance in line with the Code of Best Practice on Corporate Governance issued by the Institute of Chartered Accountants of Sri Lanka and the rules set out in the Colombo Stock Exchange Listing Rules and also comply with the Country’s Legislative and Regulatory requirement.

INTERNAL GOVERNANCE STRUCTURE

Board of DirectorsThe Board of Directors are the ultimate governing body of the Company and diverse experience, Professionalism and has a wide range of expertise in diverse fields as set out on pages 4 & 5.

The Board is responsible for the ultimate supervision of the Group. In all action taken by the Board, Directors are expected to exercise their business judgment considering the best interest of the Company. The Directors participate in defining goals, visions, strategies and business targets.

The Board gives leadership in setting the strategic direction and establishing a sound control framework for the successful functioning of the Company. The Boards composition reflects a sound balance of independence.

COMPOSITION OF THE BOARD AND DIRECTORS INDEPENDENCE

Composition of the Board of Directors as at 31st March 2015 is consists of 10 members of which

• 5 Executive Directors

• 3 Non-Executive Director

• 2 Non-Executive Independent Directors

CORPORATE GOVERNANCE

The Independence of the Directors are measured in accordance with the Colombo Stock Exchange Rules and the Independent Non-Executive Directors has submitted signed confirmation of their Independence.

BOARD RESPONSIBILITIES

The Boards aims at fulfilling its responsibilities by creating value for all stakeholders that is sustainable and beneficial. Under the direction of the Executive Directors and oversight of the Board, the business of the Company is conducted by its managers, officers and employees to enhance the long term value of the Company.

The Board meets regularly and gives full consideration to the following:

• Review strategic and operational issues

• Approve interim and annual budgets

• Review profit and working capital forecasts and monthly management accounts

• Provide advice and guidelines to senior Managers

• Approve major Investments

• Approve interim and annual reports

BOARD BALANCE

The balance of Executive, Non-Executive and Independent Non-Executive Directors on the Board who are professionals/academics/business leaders holding senior positions in their respective fields ensures a right balance between executive expediency and independent judgment as no individual Director or small group of Directors dominate the Board discussion and decision making.

Directors are provided with monthly reports of performance and minutes of the Boards Meetings and are given the specific documentation necessary, in advance of such meetings.

Name of Director Executive Non - Executive

Independent

Dr. S.R. Rajiyah √

Mrs. I.R. Rajiyah √

Mr. S.V. Rajiyah √

Ms. A.L. Rajiyah √

Mr. C. J. De. S. Amaratunge

Mr. L.M. Abeywickrama √ √

Mr. M. Terfloth √

Mr. V. Sanmugam √

Mr. M. K. A. Ranglin √

Mr. S. Nagarajah √ √

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There is a distinct and clear division of responsibilities between the Chairman and the Management to ensure that there is a balance of power and authority. The roles of the Chairman and the management are separated and clearly defined. The Chairman is responsible for ensuring Board effectiveness and conduct whilst the Management has overall responsibilities over the operating units, organizational effectiveness and implementation of Board policies and decisions.

BOARD MEETINGS AND ATTENDANCE

There were 4 Board Meetings for the year ended 31st March 2015 and attendance to meeting is as follows. Further below chart shows Audit Committee and Remuneration Committee meeting attendance as well.

Name of Director Board Meeting

Audit Committee

Meeting

Dr S.R. Rajiyah 4/4

MrsI.R. Rajiyah 4/4

MrS.V. Rajiyah 3/4

Mr. V. Sanmugam 4/4

Mr C. J. De. S. Amaratunge 3/4 5/5

Mr. L.M. Abeywickrama 1/4

Mr W Rajapakshe 1/4 2/5

Mr M. Terfloth 0/4

MsA.L. Rajiyah 4/4

Mr M. K. A. Ranglin 0/4

Mr. S. Nagarajah 3/4 5/5

APPOINTMENT AND RE-ELECTION OF DIRECTORS

The Company’s Articles of Association call for one third of the Non-Executive Directors retire at each Annual General Meeting and the Director who retires are those who have served for the longest period after their appointment/re-appointment.

PROCEDURE FOR DIRECTORS TO OBTAIN PROFESSIONAL ADVICE

The Directors obtain independent and professional advice with regard to decision making in their duties.

BOARD COMMITTEES

To assist the Board in discharging its duties various Board Committees are established. The functions and terms of references of the Board Committee are clearly defined and where applicable, comply with the recommendation of the Code of Best Practice on Corporate Governance.

AUDIT COMMITTEE

The Audit Committee review issues of accounting policy and presentation for external audit function and ensures that an objectives and professional relationship is maintained with the external auditors. Its principal function is to assist the Board in maintaining a sound system of internal control. The Committee has full access to the external auditors who, in turn, have access at all times to the Chairman of the Committee. The Committee meets with the external auditors without any executive present at least once a year, in line with good Corporate Governance Practice.

The Report of the Audit Committee is presented on page 12 and the duties of the Audit Committee are included therein.

REMUNERATION COMMITTEE

The Remuneration Committee is responsible for developing the Groups remuneration policy and determining the remuneration packages of executive employees of the Group. The Committee recommends to the Board and its subsidiaries the remuneration to be paid to Key Management Personnel.

The Remuneration Committee of Renuka Agri Foods PLC is the same committee of the ultimate parent, Renuka Holdings PLC, appointed by and responsible for the Board of Directors consists of two Non-Executive Independent Directors and one Non-Executive Director. The Managing Director may also be invited to join in the deliberations as required. The Chairman of the Committee is an Independent Non-Executive Director.

SHAREHOLDER RELATIONS

The Board considers the Annual General Meeting as a prime opportunity to communicate with shareholders. The Shareholders are given the opportunity of exercising their rights at the Annual General Meeting. The notice of the Annual General Meeting and the relevant documents required are published and sent to the shareholders within the statutory period. The Company circulates the agenda for the meeting and shareholders vote on each issue separately. All shareholders are invited and encourage participating at the Annual General Meeting. The Annual General Meeting provides an opportunity for shareholders to seek and obtain clarifications and information on the performance of the Company and to informally meet the Directors. The external Auditors are also present at the Annual General Meeting to render any professional assistance that may be required. Shareholders who are not in a position to attend the Annual General Meeting in person are entitled to have their voting rights exercised by a proxy of their choice.

The Company published quarterly accounts in a timely manner as its principle communication with shareholders and others. This enables stakeholders to make a rational judgment of the Company.

CORPORATE GOVERNANCE (contd.)

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INTERNAL AUDIT AND CONTROL

The Board is responsible for the Group’s internal control and its effectiveness. Internal control is established with emphasis placed on safeguarding assets, making available accurate and timely information and imposing grate discipline on decision making. It covers all controls, including financial, operational and compliance control and risk management. It is important to state, that any system can ensure only reasonable and not absolute assurance that errors and irregularities are prevented or detected within a reasonable time.

The Group obtains the services of an independent, a leading professional accounting firm other than the statutory auditors to carryout internal audits and reviews. These reports along with management comments discuss with Audit Committee and with the Board. Further at each meeting follow up issues from previous meeting also discuss in order to make sure implementation of appropriate policies and procedures as prevention mechanism.

EXTERNAL AUDIT

The Group uses four Processional Accounting Firms for its external audits. Some of them provide non-assurance services to the Group. The restrictions provided in terms of rulings issued by CSE and other commitments were taken into consideration when entering engagements with the Group auditor.

The knowledge and experience of the Audit Committee ensure effective usage of the expertise of the auditors. While maintain independence, in order to derive transparent Financial Statements. This Group maintains independence from financial

CORPORATE GOVERNANCE (contd.)

and non-financial interest between auditors and re-assesses the same on a regular basis.

MAJOR TRANSACTION

There are no transactions during the year under review which fall within the definition of ‘Major Transaction’ in terms of the Companies Act, other than the disposal of Richlife Diaries Ltd by Renuka Agri Foods PLC.

GOING CONCERN

The Directors, upon making necessary inquiries and reviews including reviews of the Group budget for the following year, capital expenditure requirements and available financing facilities, have a reasonable expectation of the Company’s existence in the foreseeable future. Therefore, the going concern basis is adopted in the preparation of the Financial Statement.

CORPORATE GOVERNANCE DISCLOSURE

The Group adheres to regulations, codes and best practices laid down by different regulating authority.

• Companies Act No.7 of 2007• Code of Best Practices on Corporate Governance issued

jointly by the CA Sri Lanka and the Securities & Exchange Commission of Sri Lanka

• Listing Rules of the Colombo Stock Exchange• Inland Revenue Act• Exchange Control Act• Board of Investment Regulations• Customs Ordinance

The Corporate Governance Practices adopted by the Group, including that extent of adoption of the Code of Best Practice on Corporate Governances issued jointly by the CA Sri Lanka and the Securities and Exchange Commission of Sri Lanka and Rules set out in Section 7.10 of the Colombo Stock Exchange’s Listing Rules on Corporate Governance, are summarized below.

CSE RULE REFERENCE

CORPORATE GOVERNANCE PRINCIPLESCOMPLIANCE

STATUSCOMPANY’S EXTENT OF ADOPTION

7.10 COMPLIANCE

a./b./c. Compliance with Corporate Governance Rules Compliant The Group is in compliance with the Corporate Governance Rules and any deviations are explained where applicable

7.10.1 NON-EXECUTIVE DIRECTORS (NED)

a./b./c. At least 2 members or 1/3 of the Board, whichever is higher should be NEDs

Compliant Five out of ten Directors are Non-Executive Directors

7.10.2 INDEPENDENT DIRECTORS

a. 2 or 1/3 of NEDs, whichever is higher shall be ‘independent’

Compliant Two out of five Non-Executive Directors are independent

b. Each NED to submit a signed and dated declaration annually of his/her independence or non-independence

Compliant All Non-Executive Independent Directors have submitted their confirmation on independence

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CSE RULE REFERENCE

CORPORATE GOVERNANCE PRINCIPLESCOMPLIANCE

STATUSCOMPANY’S EXTENT OF ADOPTION

7.10.3 DISCLOSURES RELATING TO DIRECTORS

a./b. Board shall annually determine the independence or otherwise of NEDs

Compliant The Board assessed the independence declared by Directors and determined the Directors who are independent.

c. A brief resume of each Director should be included in the annual report including the directors’ experience

Compliant Refer page 4 & 5 for a brief resume of each Director

d. Provide a resume of new Directors appointed to the Board along with details

N/A There are no new appointments during the year

7.10.4 CRITERIA FOR DEFINING INDEPENDENCE

a. - h. Requirements for meeting the criteria to be an Independent Director

Compliant As per 7.10.2 a & b in determining of the independence or otherwise of NEDs, board reviewed the criteria for defining independence as per 7.10.4 a to h

7.10.5 REMUNERATION COMMITTEE

a.1 Remuneration Committee shall comprise of NEDs, a majority of whom will be independent

Compliant The remuneration committee comprises of 3 Non-Executive Directors of whom 2 are independent.

a.2 One Non-Executive Director shall be appointed as Chairman of the Committee by the board of directors

Compliant Mr. M.S. Dominic is the chairman of the committee

b. Remuneration Committee shall recommend the remuneration of the CEO and the Executive Directors

Compliant Refer Page 13 for Remuneration Committee scope

C.1 Names of Remuneration Committee members Compliant Refer page 13 for names of the Committee members

C.2 Statement of Remuneration policy Compliant Refer page 13

C.3 Aggregate remuneration paid to EDs and NEDs

Compliant Refer to page 43

7.10.6 AUDIT COMMITTEE

a.1 Audit Committee shall comprise of NEDs, a majority of whom should be independent

Compliant The Audit Committee comprises of three Non-Executive Directors of whom two are independent

a.2 A NED shall be the Chairman of the committee

Compliant The Chairman of the Committee is an Independent Non-Executive Director

a.3 CEO and CFO should attend Audit Committee meetings

Compliant Refer to page 12

a.4 The Chairman of the Audit Committee or one member should be a member of a professional accounting body

Compliant The Chairman of the Audit Committee is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka, Member of Chartered Institute of Management Accountants of United Kingdom and also a Member of Association of Chartered Certified Accountants of United Kingdom

CORPORATE GOVERNANCE (contd.)

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CSE RULE REFERENCE

CORPORATE GOVERNANCE PRINCIPLESCOMPLIANCE

STATUSCOMPANY’S EXTENT OF ADOPTION

b. Functions of the Audit Committee

b.1 Overseeing of the preparation, presentation and adequacy of disclosure in the financialstatements in accordance with SLFRS/LKAS

Compliant Refer page 12 for Audit Committee Report

b.2 Overseeing the compliance with financial reporting requirements, informationrequirements as per the laws and regulations

Compliant Refer page 12 for Audit Committee Report

b.3 Ensuring the internal controls and risk management, are adequate, to meet the requirements of the SLFRS/LKAS

Compliant Refer page 12 for Audit Committee Report

b.4 Assessment of the independence and performance of the Entity’s external auditors

Compliant Refer page 12 for Audit Committee Report

b.5 Make recommendations to the board pertaining to external auditors

Compliant Refer page 12 for Audit Committee Report

c.1 Names of the Audit Committee members shall be disclosed

Compliant Refer page 12 for Audit Committee Report

c.2 Audit Committee shall make a determination of the independence of the external auditors

Compliant Refer page 12 for Audit Committee Report

c.3 Report on the manner in which Audit Committee carried out its functions

Compliant Refer page 12 for Audit Committee Report

CORPORATE GOVERNANCE (contd.)

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AUDIT COMMITTEE REPORT

In keeping with the Code of the Best Practice on Corporate Governance and the requirement of the Securities and Exchange Commission for Public Listed Companies, Renuka Agri Foods PLC has established an Audit Committee whose function, authority and duties have been clearly identified in the Audit Committee Charter. This Charter integrates all the requirements of the Securities and Exchange Commission and the Code of Best Practice on Corporate Governance.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee appointed by and responsible to the Board of Directors, comprises four Non-Executive Directors of whom three are independent as follows:

1. Mr. S. Nagarajah (IND/NED) – Chairman2. Mr. L.M. Abeywickrama (IND/NED) -Appointed to the Audit Committee w.e.f. 31.03.20153. Mr. C.J.De.S. Amaratunge (NED)4. Mr. W. Rajapakshe (IND/NED) - Resigned from Audit Committee w.e.f. 31.03.2015

(IND – Independent Director, NED – Non-Executive Director)

The Committee and the Board of Directors’ note with appreciation for the services rendered by Mr. W. Rajapakshe during his tenure as Audit Committee member.

The Chairmen of the committee, Mr. S. Nagarajah is an Independent Non-Executive Director, is a finance professional with over 38 years’ experience since 1976 in banking sector. He is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka, Member of Chartered Institute of Management Accountants of United Kingdom and also a Member of Association of Chartered Certified Accountants of United Kingdom.

Brief profiles of each member are given on pages 4 & 5 of this report. Their individual and collective financial knowledge and business acumen and the independence of the Committee are brought to bear on their deliberations and judgments on the matters that come within the Committee’s purview.

Executive Director – Mr S.V. Rajiyah, Chief Operating Officer – Shared Services and Head of Finance attend meetings of the Committee by invitation.

CHARTER OF THE AUDIT COMMITTEE

“Rules on Corporate Governance” under the listing rules of Colombo Stock Exchange and “Code of Best Practice on Corporate Governance” issued jointly by Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka further regulate the composition, role and functions of the Audit Committee.

MEETINGS OF THE AUDIT COMMITTEE

The attendance of the members of Audit Committee meeting is stated in the table on page 8. The Committee met 5 times during the year.

Other members of the Board, Management members as well as External Auditors were present at the discussions where this was required. The proceedings of the Audit Committee are regularly reported to the Board of Directors.

FINANCIAL REPORTING

The Committee oversees the Company’s financial reporting on behalf of the Board of Directors as part of its responsibility and has reviewed the quarterly and Annual Financial Statements and recommended them to the Board for its deliberations prior to their issuance.

The Committee reviews the Financial Statements to ensure consistence of the accounting policies and their compliance with the Sri Lanka Accounting Standards.

The Committee has also regularly discussed the operations of the Company and its future prospects with the management and is satisfied that all relevent matters have been taken into account in the preparation of the Financial Statements.

EXTERNAL AUDITORS

The Audit Committee evaluated the independence of the External Auditors and the effectiveness of the audit process. The Committee discussed the Management letter at the conclusion of the Audit.

The Committee reviewed the audited Financial Statements with the External Auditors who are responsible to expressing an opinion on it conformity with the Sri Lanka Accounting Standards. The External Auditors kept the Audit Committee advised on an on-going basis regarding any unresolved matters of significance.

The Audit Committee evaluated the independence of the External Auditors and recommended to the Board of Directors that Messrs KPMG be appointed as Auditors for the financial year ending 31st March 2016 subject to the approval of the shareholders at the Annual General Meeting.

EVALUATION OF THE EFFECTIVENESS OF THE COMMITTEE

The Audit Committee is satisfied that the Group’s accounting policies and operational controls provide reasonable assurance that affairs of the Group are managed in accordance with Group policies and that Group assets are properly accounted for and adequately safeguarded.

Sgd.

S. Nagarajah Chairman5th August 2015

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Annual Report 2015 | RENUKA AGRI FOODS PLC

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REMUNERATION COMMITTEE REPORT

The Remuneration Committee of Renuka Agri Foods PLC is the same committee of the ultimate parent, Renuka Holdings PLC, appointed by and responsible for the Board of Directors consists of two Non-Executive Independent Directors and one Non-Executive Director. The Managing Director may also be invited to join in the deliberations as required. The Chairman of the Committee is an Independent Non-Executive Director.

The members are:

1. Mr. M.S. Dominic (IND/NED) (Chairman)2. Mr T.K. Bandaranayake (IND/NED)3. Mr. C.J. De S. Amarathunge (NED)

(IND – Independent Director, NED – Non-Executive Director)The brief profile of the Mr. C.J. De S. Amarathunge is given on page 4 and below listed Profile of other Members.

Mr. M. S. Dominic

Mr. M.S. Dominic is an Independent Non-Executive Director of Renuka Holdings PLC. and holds a BSc (Hons) degree in Information Technology from the University of South Bank, United Kingdom. He has over 28 years of experience in the Information Technology field. He is also Director of The Autodrome PLC and Renuka Foods PLC.

Mr T.K.Bandaranayake

Mr. T.K. Bandaranayake is an Independent Non-Executive Director of Renuka Holdings PLC. He is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka. He was in public practice with Ernst & Young for 27 years since 1982. He was a Senior Partner managing a large portfolio of clients. He is also a Director of Renuka Foods PLC, Nawaloka Hospitals PLC, Overseas Realty (Ceylon) PLC, Samson International PLC, Laugfs Gas PLC, Central Finance Co. PLC, Harischandra Mills PLC, Micro Holdings Ltd and Brown & Company PLC.

The Remuneration Committee held a meeting during the year to review Company remuneration policy and made its recommendations.

The Committee studies and recommends the remuneration based on the prevailing market rates and perquisites applicable to the Key Management personnel of the Company and makes appropriate recommendations to the Board of Directors for Approval.

The Group policy on remuneration packages is to attract and retain the best professional managerial talent to the Group and also to motivate and encourage them to perform at the highest

possible level. The Group has a structure and professional methodology in evaluating the performance of employees. The policy ensures equity and fairness between the various employees is maintained, no discrimination is practiced on account of gender, age, ethnicity or religion, recognizes the basic needs of staff and ensures that compensation address cost of living and inflation, particularly in the lower income groups.

The Committee studies and recommends the remuneration and perquisites applicable to the Key Management Personal of the Group and makes appropriate recommendations to the Board of Directors for approval.

The Committee also carries out periodic reviews to ensure that the remunerations are in line with market conditions.

Sgd.

M.S. DominicChairman5th August 2015

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RISK MANAGEMENT

Risk Management is an integral part of our business, since management of risks against returns is a critical trade off decision businesses have to make every day when it comes to investment and operational decision making.

We reviewed and refined our investment and business processes balancing objectively and consistency with responsiveness and flexibility. The aim was to lay a sound foundation to integrate our risk management activities as part and parcel of our business operations.

Our Approach to Risk ManagementOur definition for risk is the potential occurance of an external or internal event that may negatively impact our ability to achieve the Groups’ business objectives.

The process of embedding risk management system within our groups systems and procedure can be outline as below:

1. Identify Controls that are already operating2. Monitor those controls to ensure their effectiveness3. Improve and refine as per the requirement4. Document evidence of monitoring and control operation

Group’s risk management framework takes into account the range of risks to be managed, and summery in to below categories.

1. Strategic Risk - A possible source of loss that might arise from an unsuccessful strategic decision taken by the organization. These content strategies related to growth and strategic positioning which ultimately affect the overall mission of the group.

2. Operational Risk - is the potential loss that might arise in business operation resulting from inadequate or failed internal processes, people and system or external events which ultimately affect the day to day activities of the Group.

3. Financial Risk- The likelihood of loss inherent in financing procedures which may weaken the ability to deliver adequate return to the Group. This may include liquidity risk, currency risk, and interest rate risk.

The systems and process are in place to deal with these risks, and the chain of responsibility within the organization to monitor the effectiveness of our mitigation measures.

Enterprise Risk Management Process

Risk Identification, Prioritization and AssessmentAs the initial step of the risk framework, it is important to identify risks for effective management. Renuka Group identifies all the

risks by key stakeholders. We consider risk identification to be a key component of a robust risk management framework. In the absence of a proper risk identification process, the organization is incapable of effectively managing its key risks. We evaluate risks according to the likelihood of occurrence and magnitude of impact. This assessment provides a prioritized risk list, identifying those risks that need the most urgent attention.

Develop Risk Management StrategyThe Risk management strategies address how Group intend to assess risk, respond to risk and making explicit and transparent the risk perceptions that organization routinely use in making both investment and operational decisions.

The above concept has been embedded with risk mapping in order to develop a robust framework to determine an appropriate risk management strategy as shown below.

The Risk Management process in place ensures the clear allocation and segregation of responsibilities relating to risk identification, assessment, mitigation, monitoring, control and communication. We have in place several measures to strengthen our risk management process which are linked to our business processes. These include policies to mitigate business risks along with the upgrading of the support system that enable easy monitoring and management risks.

Low Medium High

High

Medium

LowPro

ba

bil

ity

I m p a c t

Mitigate or Reduce the Risk

Avoid the Risk

Accept the RiskShare or Transfer

the Risk

E v e n t I m p a c t

Eve

nt

Pro

ba

bil

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Hig

h

High

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RISK MANAGEMENT (contd.)

The main categories of risks that we take into account in the pursuit of our business goals are detailed below.

RISK IMPACT RISK MANAGEMENT STRATEGIES

STRATEGIC RISK

Competitive Risk

Risks to the group’sreputation and Brandimage

Reduced market share and rates reducing revenue, cash flow and profitability.

Increased promotional Expenditure.

The positive correlation between cost of resources and competition.

Aim to have a broad appeal in price, range and format in a way that allows us to compete effectively in different markets.

Formed strategic relationships with a diverse pool of suppliers, enabling flexibility in pricing contracts and hedging mechanisms are used wherever possible to mitigate exposure to commodity price fluctuations.

The Group’s service excellence, committed and award winning staff, uniqueness of properties, innovative product and service developments and the strength of its brands enables the group to counter threats from new and existing players.

Maintaining a positive relationship with employees with a better remuneration and performance appraisal scheme.

OPERATIONAL RISK

Employee Risk

Risk from not beingable to attract andretain skilled andexperienced staff.

Reduced productivity.

Reduced quality of service resulting in reduced market share and Group’s image.

Significant resources are invested in strengthening our human capital through the deployment of the latest Human Resource Information Systems, regular staff training & development, succession planning and fostering a performance-based culture.

Maintaining cordial relationships with labour unions and adopting interest based negotiations for win-win solutions.

Implemented well structured talent management process to Identify critical employees and retain them in the long run.

Periodic employee satisfaction surveys to ensure that remuneration is in line with the market.

Investments in strengthening employee brand image.

Issue Pertaining to Employees and industrial Relationship

Adverse impact on service levels, expected quality standards, operationalefficiency and group reputation.

Loss of revenue.

Review all the issues with regard to employees and Industrial Regulations which affect the performance of the Group.

Steps taken to ensure employees are satisfied at all the levels and their issues are addressed in order to retain talented employees.

Maintain cordial relationship with Trade Unions and adopting interest-based negotiations for win-win solutions.

Well structured grievance handling system is in place to handle the grievance of employees at all levels and development of a Multi-skilled work force through structured and focused training programmes.

Ensure proper industrial relationships with all the government agencies.

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RISK MANAGEMENT (contd.)

RISK IMPACT RISK MANAGEMENT STRATEGIES

IT systems and infrastructure

Inability to obtain timely and accurate information due to failures in IT systems.

Potential disruption to operations

Significant financial losses.

Implementation of effective IT infrastructure and to ensure consistency of delivery,

All relevant staffs are effectively engaged to mitigate IT related risks through effective policy and procedures as well as increased awareness.

Implementation of a comprehensive IT policy within the Group, supported by adequate systems and controls, ensure the safety and security of data. Contingency plans are in place to mitigate any short term loss on IT services.

All employees are bound by the code of conduct to safeguard the Group’s information, irrespective of its physical form.

A dedicated central IT team is in place to support all IT related aspects of the group.

Product Risk Product risk implies any effect of perceived impact of our product on stakeholders in general which could bring down our market share.

In order to eliminate loss of market share or market leadership, we monitor market leadership and customer needs.

Develop innovation that add value to our customers.

Enhance productivity and efficiency to improve price competitiveness and investing in high quality machinery and equipment.

Employ established operating procedures to review and approve all raw material prior to use to ensure that quality control is maintained.

Take into account safety, health and environmental hazards to cover all avenues of possible negative publicity.

Research and development team is equipped to field any technical questions about our product,

Marketing and distribution procedures ensure complete control of the supply chain.

Supply Chain and Operational Risk

Operational disruption can occur due to inadequate quantity or quality of raw material supplies, longer lead time, supply disruption caused by global supply and demand.

Unable to maintain strong bond with critical suppliers over the period.

Operational risks cover the areas of system failure, continuity of decision making, dealing with contingencies and ensuring there are no deficiency in operations, application of recommended management practices.

Consistent engagement with a diverse pool of suppliers to maintain strong relationships

Structured processes are in place to add value to our supplier base through livelihood development programmes.

Technical support and guidance on enhancing quality.

Manage operational risks by identifying areas of risk, formulating plans for their management, promoting best practices.

Implement internal controls, systems and monitoring of compliance.

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RISK IMPACT RISK MANAGEMENT STRATEGIES

Legal Regulatory Compliance

Risk of legal action due to non performance of legal and statutory requirements

Result high cost of legal and penalty fees that reduced profitability

Adversely impact to the Groups’ reputation and brand image.

The legal support services to Renuka Group management come through the legal department which ensure all legal and regulatory provisions are complied with.

The legal function pro-actively identified and sets up appropriate system and processes for legal regulatory compliance in any foreign country that we operate in, and in such instances through legal council retained in those environments.

Internal audit function of the Group ensures the safeguarding of company assets and recommends process improvements in areas where process control failure are noted.

The operations of the Renuka Group come within the rules and regulations applicable to companies listed on the CSE and regulations applicable to securities trading set by the Securities and Exchange Commission of Sri Lanka. Our systems and processes are structured to satisfy the criteria set by these regulations and staffs are constantly kept aware of the compliance needs imposed by these regulation.

Break down of Internal Controls

Wastage of management time and resources.

Possible loss of data.

Increased possibility of fraud and misuse.

Disruptions to the normal course of operations.

lack of ability to track performance against budgets, forecasts and schedules.

Illegal transactions including theft or misappropriation of assets by employees

Regular reviews of the effectiveness of internal controls by the corporate internal audit department supplemented by regular management audits carried out by internal teams within the Group ensures the robustness of internal controls.The Company uses comprehensive general and specific reporting and monitoring systems to identify, assess and manage risks.

Making each employee accountable for ethical behavior, high standards for business conduct and adherence to laws ensures that transactions occur in a reliable way.

Staff rotation and special verification audits across the Group.Internal auditors are also engaged to carry out special reviews wherever necessary.

The Company uses comprehensive general and specific reporting and monitoring systems to identify, assess and manage risks.

Ensuring that only trained, trustworthy, knowledgeable and competent personnel perform tasks, prevents errors, irregularities and fraud.

FINANCIAL RISK

Financial risk management obligations and policies have been described in the note No 40 of the notes of to the Financial Statements.

RISK MANAGEMENT (contd.)

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SUSTAINABILITY REPORT

Sustainability is the key element of our strategy for future growth where the utilization of resources efficiently, environmentally responsible manufacturing of product and provision of services that deliver sustainability benefits which can leverage commercial advantage for the group.

The key business drives for sustainability are internal operations and stakeholder engagement. The first focuses on our internal operations and manufacturing our products and provision of our services more efficiently using fewer resources. This approach helps us to reduce costs of goods manufactured and provision of services and at the same time reduces our impact on the environment. The second approach focuses on our partnerships with our stakeholders. Stakeholders are any individual or party that has an interest in our group, and who are affected by or can affect out organizational activities. Partnerships help to builds trust among our key stakeholders and to reach better understanding on a variety of issues. It can also pave the way for more successful solutions to problems, concerns and challenges.

INTERNAL OPERATIONS

ECONOMIC PERFORMANCE

In Economic Performance, Group focused on operational excellence across all its business divisions and subsidiaries and value addition to economic development. Operational excellence measured in terms of efficiency and effectiveness of manufacturing process, process improvement and reduces waste. Further investment in IT/ERP helps measurement of operational results on time with increase accuracy.

Group has made substantial investment during the year to improve value addition to economic development. These investments have helped to improve resources utilization as well as minimization of waste and pollution.

RENUKA WORK PLACE

At Renuka we have created a work place policy and created employee awareness for the total group. With an employee base of over 700, creation of Group identity and belongings is priority. We also have an open communication policy and have implemented a process to identify and report corruption within the business units. We have adopted effective two way communication system with employees and management through human resources division has created short and long term benefits to the group. We also have adopted other communication methods like e-mails, presentations and team briefings on daily operations for betterment of the organization. Employees are also encouraged to access the corporate websites.

ENVIRONMENTAL IMPACT

Renuka has strived to ensure that all our manufacturing and production processes will not knowingly harm people and will minimize the negative impact our businesses will have on human life as well as environment. In fact, we promote organic products

to our customers due to health and other environmental benefits. This has created awareness among the farmer community of the long term benefits of sustainable farming.

STAKEHOLDER ENGAGEMENT

Our CustomersWorld class quality products and customer satisfaction is our key with our customers. We engage our customers through regular meetings, visits, International trade fair participation and web portal.

Our EmployeesThe foundation of our business is built on employees. Our constant employee engagement helps us to retain and motivate our employees and to maintain an organizational culture formed by respect, honesty and integrity. We pay considerable attention to employee remuneration, career and progress, health and safety and organizational ethics.

Our business partnersWe have built lasting business relationships all over the world and not only centered in Sri Lanka. It is through our business partners that we co-exist to full fill customer needs and wants. We also look at our business partners as a resource base to develop business efficiencies and innovative products.

Our Investors/ShareholdersShareholder engagement is important to us to have access to capital and in the process we must make a sound return to them. In meeting global challenges and evolving consumer needs we must be geared to be proactive with new ideas and ready with the output as well. When we operate according to these principles the shareholders should realize a fair return.

We have open doors policy which enables shareholders to keep in contact, visit and obtain information from the Company Secretaries and engage in dialogue. Further e-mail address provided for comments and suggestions. Update with latest financials for shareholders / investors rational decision is very important. We produce quarterly financial reports and Annual Report with enhance disclosures timely and accurate manner.

Local CommunityRenuka has been actively involved in supporting the rural farmer network for our coconut and organic requirements. Renuka procures over Rs. 1Bn worth of produce from our farmer network. It also conducts farmer training programs, medical camps, veterinary services which assist in improving the livelihood and wellness of the communities within Sri Lanka.

Renuka considers engagement to be an increasingly important component of its corporate citizenship strategy. Our engagement efforts help Renuka identify those issues that are most material to our business operations and shape our approach to addressing a range of areas relating to the Financial, Social and Environmental performance of the organization.

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REPORT OF THE DIRECTORS

1. General

The Board of Directors of Renuka Agri Foods PLC have pleasure in presenting to members their Report and the Audited Consolidated Financial Statements for the year ended 31st March 2015. The details set out herein provide the required information under Companies Act No.7 of 2007, the Colombo Stock Exchange Listing Rules and the recommended best practices on Corporate Governance.

2. Review of the Business

2.1 Principle Activities of the Company and the Group Renuka Agri Foods PLC is a holding company that

owns, directly or indirectly investments in the numerous companies constituting the Renuka Agri Foods Group and provides services to its Group companies. The Group consists of a portfolio of diverse business operations. The main subsidiaries of Renuka Agri Foods PLC are listed on page 65.

The Principle activities of the Group are categorized into different business segments i.e. Manufacturing, Plantation and Distribution. The main activities of the subsidiaries are listed on page 65.

2.2 Review of Business and Future Developments

The review of the Group Progress and Performance during the year with comment on the financial results and prospects is contained in the Chairmans’ Review on page 6.

2.3 Statement of Directors of Responsibilities

The Statement of Directors responsibilities for the Financial Statements is given on page 23.

2.4 Auditors’ Report

The Auditors’ Report to the Financial Statements of the Company and Group is given on page 25.

2.5 Financial Statements of the Company and Group

The Financial Statements of the Company and Group are given on pages 26 to 30.

2.6 Accounting Policies and Changes During the Year

The accounting policies adopted in the preparation and presentation of the Financial Statements are given on pages 31 to 42. Accounting Standards issued but not yet effective are disclosed on page 42.

2.7 Group Turnover

The Turnover of the Group was Rs. 3.42Bn as compared with Rs. 3.45Bn in the previous year. A detailed analysis of the Group Turnover is given in Note No 6 of the Financial Statements.

2.8 Gross Profit

The Group Gross Profit for the year was Rs. 759Mn, compared with the Group Gross Profit of Rs. 700Mn for the previous year.

2.9 Net Profit

The Group Profit after Taxation for the year was Rs. 443Mn, compared with The Group Profit of Rs. 28Mn for the previous year.

3. Group Investments

Investment of the Company and the Group in Subsidiaries, Associates, Joint Ventures and Other long term External equity investment amounted to Rs. 989Mn (2014 – 977Mn). Detailed description of the Subsidiaries, Associates, Joint Ventures and Other long term external equity investments held at the reporting date are given in Note No 17 & 18 in the Financial Statements.

4. Property, Plant and Equipment

Group has incurred Capital Expenditure during the year on Property, Plant & Equipment (including capital work-in-progress), Biological assets, Investment Properties, Intangible assets amounting to Rs. 538Mn (2014 – Rs. 103Mn).

Detailed information relating to capital expenditure on Property, Plant & Equipment (including capital work-in-progress), Biological assets, Investment Properties, Intangible assets are given in Note 12 to Note 16 to the Financial Statements.

Extent, Locations, number of buildings and Valuations of the properties of the Group are given in the Statement of Value of Real Estate on page 72.

5. Market Value of Land and Buildings

The market values of the Land and Buildings owned by the Company and Group are included on the basis of valuation carried out by a professionally qualified valuer. Detailed description is given in page 72.

6. Stated Capital, Reserves, Solvency Test and Dividends

6.1 Stated Capital

The Company did not issue any shares during the year ended 31st March 2015.

The Stated Capital of the Company as at 31st March 2015 was Rs. 1,194Mn comprising of Voting Ordinary Shares of 561,750,000.

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REPORT OF THE DIRECTORS (contd.)

6.2 Reserves

Total Group Reserves as at 31st March 2015 amounts to Rs. 2.3Bn (2014 – Rs, 1.9Bn) representing Revenue Reserve and the detailed movement of the Reserves shown in the Statement of Changes inequity in the Financial Statements.

6.3 Solvency Test

Solvency test has been carried out by the Board of Directors before the payment of the Final dividend as required by the Companies Act No 7 of 2007.

A solvency certificate has been sought in respect of the first and final dividend of Rs. 0.12 per share (2014 – Rs. 0.10) proposed to be paid to the holders of the Company as at the close of the business on 21st September 2015.

6.4 Dividends

The Board of Directors has recommended a payment of Rs. 0.12 per share payable for 2014/15 (2013/14 Rs. 0.10 per share). The Directors are confident that the Company would meet the solvency test requirement under Section 56 (2) of the Companies Act of No 7 of 2007 immediately after the proposed final dividend distribution.

7. Shareholders

7.1 Major Shareholdings

Details of the twenty largest shareholders with the percentage of their respective holdings are given on page 74.

7.2 Public Holding

There were 3,682 (2014 – 3,297) registered shareholders as at 31st March 2015, with the percentage of shares held by the public , as per the Colombo Stock Exchange Rules, being 35.35% (2014 – 47.72%)

7.3 Share Holdings/Share Information

Information relating to earnings, dividend, net assets, market value per share, share trading and distribution of shareholding is given on page 74.

8. Ratios and Market Price Information

The ratios relating to equity as required by the listing requirement of the Colombo Stock Exchange are given in Page 73 & 74 to this report.

9. Directors

9.1 Renuka Agri Foods PLC

The names of the Directors who held office during the financial year are given below. The brief profiles of the Board of Directors appear on page 4 & 5.

Name of Director Executive Non - Executive

Independent

Dr S.R. Rajiyah √

Mrs I.R. Rajiyah √

Mr S.V. Rajiyah √

Mr V. Sanmugam √

Ms A.L. Rajiyah √

Mr M.K.A. Ranglin √

Mr C.J. De. S. Amaratunge

Mr L.M. Abeywickrama √ √

Mr W Rajapakshe (Resigned w.e.f. 31.3.15)

√ √

Mr M. Terfloth √

Mr S. Nagarajah √ √

The basis on which Directors are classified as Independent Non-Executive Directors is discussed in the Corporate Governance Report.

9.2 Recommendation for re-election

9.2.1 To re-elect Mr. M Terfloth as a Director who retires

by rotation in terms of Article 28 (2).

9.2.2 To re-appoint Mr. C.J. De S. Amaratunge who is 75 years of age, as a director in terms of Section 211 of the Companies Act No. 7 of 2007 and it is specifically declared that the age limit of 70 years referred to in section 210 of the Companies Act No. 7 of 2007 shall not apply to the said Mr. C.J. De S. Amaratunge.

9.3 Disclosure of Directors Dealing in Shares

Directors dealing in shares are given in Note 9.4.2 to Report of Directors.

Directors’ holdings, in ordinary shares of the Company are given on page 21.

9.4 Entries in the Interest Register

The Company, in compliance with the Companies Act No. 7 of 2007, maintains an Interest Register. The Directors have made the declaration required by said Act. and they have been entered into the Interest register.

9.4.1 Directors’ Interest in Transactions

The Company carried out transactions in the ordinary course of business with the entities which a Director of the Company is a Director. The transactions with entities where a Director of the Company either has control or exercises significant influence have been classified as related party transaction and disclosed in Note 33 to Financial Statements.

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REPORT OF THE DIRECTORS (contd.)

The Directors have no direct or indirect interest in any other contact or proposed contract with the Company.

9.4.2 Directors Interest in Shares

Directors of the Company and its Subsidiaries who have relevant interest in the shares of their respective companies have disclosed their shareholdings and any acquisitions/disposals to their Boards, in compliance with section 200 of the Companies Act.

Renuka Agri Foods PLC

There were no share transactions by the Directors during the year.

9.4.3 Remuneration of Directors

The remuneration of the Directors in respect of the Company for the year ended 31st March 2015 is given in Note 8 to Financial Statements.

10. Board Committees

The Board has established Committees for better monitoring and guidance of different aspects of operations and control.

10.1 Audit Committee

1. Mr. S. Nagarajah (IND/NED) - Chairman

2. Mr. L.M. Abeywickrama (IND/NED) -Appointed to the Audit Committee w.e.f. 31.03.2015

3. Mr. C.J.De.S. Amaratunge (NED)

4. Mr. W. Rajapakshe -Resigned from Audit Committee w.e.f. 31.03.2015

(IND - Independent Director, NED - Non-Executive Director)

The Audit Committee reviewed the type and quantum of non-audit services provided by External Auditors to the Group to ensure that their independence as Auditors has

not been impaired. Detail scope of Audit Committee and their work during the year disclosed in Audit Committee report given on Page 12.

10.2 Remuneration Committee

1. Mr. M.S. Dominic - Chairman 2. Mr. T.K. Bandaranayake 3. Mr. C.J.De S. Amaratunge

The report of the Remuneration Committee is given on Page 13.

The Remuneration Committee of Renuka Agri Foods PLC

is the same committee of the ultimate parent, Renuka Holdings PLC, appointed by and responsible for the Board of Directors consists of two Non-Executive Independent Directors and one Non-Executive Director. The Managing Director may also be invited to join in the deliberations as required. The Chairman of the Committee is an Independent Non-Executive Director.

11. Environmental Protection

The group effort in minimizing and conserve scarce and non-renewable resources as well as environmental objectives are discusses in detail in Sustainability Report on page No 18.

12. Statutory Payments

The Directors, to the best of their knowledge and belief are satisfied that all statutory payments due to the Government, other regulatory institutions and those related to employees have been made on time. The declaration relating to statutory payments is made in the Statement of Directors Responsibilities on page No 23.

13. Event Occurring After the Reporting Date

No event of material significance that requires adjustment to the Financial Statements has occurred subsequent to the date of the reporting date, other than those disclosed in Note 36 to the Financial Statements.

14. Going Concern

The Directors are also in the view that the Company has adequate resources to continue in operations and have applied the going concern basis in preparing these Financial Statements.

15. Risk Management

The group exposure to risk and structure to manage and mitigate risk is discussed in more detail to Risk Management Report on page 14 to 17 and Note 40 to the Financial Statements.

Name of Director 2015 2014Mrs I.R. Rajiyah - -

Dr S.R. Rajiyah - -

Dr S.R. Rajiyah & Mrs I.R. Rajiyah

8,426,278 8,426,278

Mr S.V. Rajiyah 1,404,375 1,404,375

Mr V. Sanmugam 1,010 1,010

Mr C. J. De. S. Amaratunga - -

Mr. L.M. Abeywickrama 28,000 28,000

Mr M. Terfloth - -

Ms A.L. Rajiyah 1,219,483 1,219,483

Mr M. K. A. Ranglin - -

Mr. S. Nagarajah - -

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REPORT OF THE DIRECTORS (contd.)

16. Corporate Donations

Donation by the Group for the year ended 31st March 2015 is Rs. 27,000.

No donations were made for political purposes.

17. Auditors

Company’s Auditors during the year under review were Messrs. KPMG, Chartered Accountants. Their report on the Financial Statements is given on page 25 of the Annual Report.

The Auditors Messrs. KPMG were paid Rs. 595,000 (2014 - Rs. 550,000) as audit fees by the Company.

As far as Directors are aware, the Auditors do not have any other relationship or interest with the Company or its Subsidiaries other than that of an auditor of the Company.

The retiring auditors have expressed their willingness to continue in office. A resolution to re-appoint them as Auditors of the Company and authorizing the Directors to fix their remuneration will be proposed at the Annual General Meeting.

18. Employment Policies

The Group employment policies respect the individuals and offer equal career opportunities, regardless of sex, race or religion and consider the relationship with the employees to be good. The number of persons employed in the Company and its subsidiaries as at 31st March 2015 was 584 (2014 - 961)

19. Segment Reporting

Segmental reporting is provided in page 65 & 66 to Annual Report.

20. Annual Report

The Board of Directors approved the Consolidated Financial Statement along with Company Financial Statements on 5th of August 2015. The appropriate number of copies of this report will be submitted to Colombo Stock Exchange and to the Sri Lanka Accounting and Auditing Standards Monitoring Board on or before 31st August 2015.

21. Shareholders

It is the Group policy to endeavor to ensure equitable treatment to its shareholders.

22. Corporate Governance

The Company has complied with the Corporate Governance rules laid down under the listing rules of the Colombo Stock Exchange.

The Corporate Governance Report on pages 7 to 11 discusses this further.

23. Annual General Meeting

The Annual General Meeting will be held at the Sri Lanka

Foundation Institute, No. 100, Independence Square,

Colombo 7 on the 18th September 2015 at 2.00 p. m. The notice of the Annual General Meeting appears on page 76.

For and on behalf of the Board

Sgd. Sgd.

Dr. S.R. Rajiyah C. J. De. S. Amaratunge

Sgd.

Renuka Enterprises (Pvt) LtdCompany Secretaries

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STATEMENT OF DIRECTORS RESPONSIBILITY

The responsibility of the Directors in relation to the Financial Statements for the year ended 31st March 2015 which have been prepared and presented in accordance with the requirements of the Sri Lanka Accounting Standards, the Listing Rules of the Colombo Stock Exchange and the Companies Act No.7 of 2007 is set out in the following statement.

As per the provisions of the Companies Act No. 7 of 2007, the Directors are required to prepare Financial Statements, for each financial year and presented before a General Meeting which comprise

a) A Statement of Profit or Loss and other Comprehensive Income which presents a true and fair view of the Profit and loss of the Company and its Subsidiaries for the financial year;

b) A Statement of Changes in Equity which presents a true and fair view of the changes in the Company’s and its Subsidiaries retained earnings for the financial year;

c) A Statement of Cash Flow which presents a true and fair view of the flow of cash in and out of the business for the financial year; and

d) A Statement of Financial Position, which presents a true and fair view of the state of affairs of the Company and its Subsidiaries as at the end of the financial year together with explanatory notes to the financial statements which comply with the requirements of the Act.

The Directors are of the view that, in preparing these Financial Statements:

a) The appropriate accounting policies have been selected and applied in a consistent manner, material deviations if any have been disclosed and explained;

b) All applicable Accounting Standards, as relevant have been followed

c) Judgments and estimates have been made which are reasonable and prudent.

Further the Directors have a responsibility to ensure that the Company maintains sufficient accounting records to disclose, with reasonable accuracy of the financial position of the Company and of the Group, also to reflect the transparency of transactions and to ensure that the Financial Statements presented comply with the requirements of the Companies Act.

The External Auditors, Messrs. KPMG who were deemed reappointed in terms of the Companies Act No. 07 of 2007 were provided with every opportunity to undertake the inspections they considered appropriate to enable them to form their opinion the Financial Statements. The Report of the Auditors, shown on page 25 set out their responsibilities in relation to the Financial Statements.

The Directors are also of the view that the Company has adequate resources to continue in operations and have applied the going concern basis in preparing these Financial Statements.

The Directors are also responsible for taking reasonable steps to safeguard the Assets of the Company and that of the Group and in this regard to give proper consideration to the establishment of appropriate internal control systems with a view to preventing and detecting fraud and other irregularities.

As required by Companies Act, the Board of Directors has authorized distribution of the dividend now proposed, being satisfied based on information available to us that the Company would satisfy the solvency test after such distribution in accordance with the Section 57 of the Companies Act, and have sought in respect of the dividend now proposed, a certificate of solvency from the Auditors.

COMPLIANCE REPORT

The Directors confirm that to the best of their knowledge, all statutory payments relating to employees and the Government that were due in respect of the Company and its Subsidiaries as at the Balance Sheet date have been paid or where relevant provided for.

By order of the BoardRenuka Enterprises (Pvt) Ltd

Sgd.Company Secretaries5th August 2015

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FINANCIAL REPORTSINDEPENDENT AUDITORS’ REPORT 25

STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME 26

STATEMENT OF FINANCIAL POSITION 27

STATEMENT OF CHANGES IN EQUITY 28 - 29

STATEMENT OF CASH FLOW 30

NOTES TO THE FINANCIAL STATEMENTS 31 - 71

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INDEPENDENT AUDITORS’ REPORTTO THE SHAREHOLDERS OF RENUKA AGRI FOODS PLC

Report on the Financial Statements

We have audited the accompanying financial statements of Renuka Agri Foods PLC (the “Company”), and the consolidated financial statements of the Company and its subsidiaries (the “Group”), which comprise the statement of financial position as at 31st March 2015, and the statements of profit or loss and comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information set out on pages 26 to 71.

Board’s Responsibility for the Financial Statements

The Board of Directors (“Board”) is responsible for the preparation of these financial statements that give a true and fair view in accordance with Sri Lanka Accounting Standards, and for such internal control as Board determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Sri Lanka Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also

includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Board, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as at 31st March 2015, and of its financial performance and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards.

Report on Other Legal and Regulatory Requirements

As required by section 163 (2) of the Companies Act No. 07 of 2007, we state the following;

a) The basis of opinion and scope and limitations of the audit are as stated above.

b) In our opinion: - We have obtained all the information and explanations that

were required for the audit and, as far as appears from our examination, proper accounting records have been kept by the Company.

- The financial statements of the Company give a true and fair view of its financial position as at 31st March 2015, and of its financial performance and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards.

- The financial statements of the Company and the Group comply with the requirements of sections 151 and 153 of the Companies Act No. 07 of 2007.

Chartered Accountants5th August 2015Colombo

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GROUP COMPANYFor the year ended 31st March 2015 2014 2015 2014 Note Rs. Rs. Rs. Rs.

Revenue 6 3,420,161,098 3,450,194,344 2,086,628,568 1,737,875,379

Cost of Sales (2,661,507,414) (2,750,328,234) (1,628,249,030) (1,439,195,307)

Gross Profit 758,653,684 699,866,110 458,379,538 298,680,072

Other Operating Income 7 22,975,959 26,832,503 4,665,695 7,485,847

Administration Expenses (227,931,816) (274,787,812) (127,523,752) (150,179,650)

Selling and Distribution Expenses (237,816,119) (361,221,636) (51,383,798) (25,036,831)

Profit/(Loss) on Disposal of Subsidiary 38.1 165,625,873 (25,511,449) - -

Profit from Operations 8 481,507,581 65,177,716 284,137,683 130,949,438

Finance Income 17,465,930 10,098,920 7,219,651 2,309,908

Finance Costs (19,133,951) (35,959,508) (8,531,467) (12,325,920)

Net Finance Costs 9 (1,668,021) (25,860,588) (1,311,816) (10,016,012)

Profit Before Tax 479,839,560 39,317,128 282,825,867 120,933,426

Taxation 10 (37,255,628) (10,972,758) (38,290,805) (4,852,874)

Profit for the Year 442,583,932 28,344,370 244,535,062 116,080,552

Other Comprehensive IncomeSurplus on Revaluation of Property, Plant and Equipment 105,389,266 - 105,389,266 -Actuarial Gain / (Loss) on Defined Benefit Plan 5,993,172 1,030,950 5,679,157 (137,028)Tax on Other Comprehensive Income (13,365,893) (137,042) (13,328,211) -Other Comprehensive Income for the Year, Net of Tax 98,016,545 893,908 97,740,212 (137,028)

Total Comprehensive Income for the Year 540,600,477 29,238,278 342,275,274 115,943,524

Profit Attributable to:Equity Holders of the Company 434,785,984 22,710,941 244,535,062 116,080,552Non Controlling Interest 7,797,948 5,633,429 - -Profit for the Year 442,583,932 28,344,370 244,535,062 116,080,552

Total Comprehensive Income Attributable to :Owners of the Company 532,743,315 23,353,581 342,275,274 115,943,524Non Controlling Interest 7,857,162 5,884,697 - -Total Comprehensive Income for the Year 540,600,477 29,238,278 342,275,274 115,943,524

Basic Earnings Per Share (Rs.) 11 0.77 0.04 0.44 0.21

Figures in brackets indicate deductions

The Financial Statements are to be read in conjunction with the related notes, which form a part of the Financial Statements of the Group set out on pages 31 to 71.

STATEMENT OF PROFIT OR LOSS ANDCOMPREHENSIVE INCOME

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STATEMENT OF FINANCIAL POSITION

GROUP COMPANYAs at 31st March 2015 2014 2015 2014 Note Rs. Rs. Rs. Rs.

ASSETSNon-Current AssetsProperty, Plant and Equipment 12 1,016,402,451 1,078,919,960 939,019,405 472,353,283Biological Assets 13 45,842,832 35,648,016 - -Intangible Assets 14 17,880,857 271,249,987 2,880,857 5,560,410Immovable Estate Assets on Lease 15 49,499,976 52,249,980 - -Premium Paid for Leasehold Premises 16 7,574,548 2,486,462 7,574,548 2,486,462Investment In Subsidiaries 17 - - 659,000,000 977,000,000Investment In Equity Accounted Investees 18 329,600,000 - - - 1,466,800,664 1,440,554,405 1,608,474,810 1,457,400,155Current Assets Inventories 19 560,817,274 441,329,309 513,195,446 338,341,524Trade and Other Receivables 20 283,806,835 450,519,422 252,253,798 215,645,003Tax Recoverable 21 14,924,354 16,953,480 12,977,773 9,587,374Amounts Due from Related Companies 22 34,798,524 55,360,687 29,236,456 94,856,886Available for Sale Investments 23 551,256,853 - 300,000,000 -Cash and Cash Equivalents 24 260,285,230 440,512,670 166,186,931 294,229,583 1,705,889,070 1,404,675,568 1,273,850,404 952,660,370

TOTAL ASSETS 3,172,689,734 2,845,229,973 2,882,325,214 2,410,060,525

EQUITY AND LIABILITIESCapital and ReservesStated Capital 25 1,194,452,950 1,194,452,950 1,194,452,950 1,194,452,950Revaluation Reserve 26 92,742,554 - 92,742,554 -Retained Earnings 1,062,649,391 677,389,124 996,858,435 803,500,715 2,349,844,895 1,871,842,074 2,284,053,939 1,997,953,665Non Controlling Interest 43,148,386 37,865,737 - -TOTAL EQUITY 2,392,993,281 1,909,707,811 2,284,053,939 1,997,953,665

Non- Current LiabilitiesRetirement Benefit Obligations 27 17,806,157 29,265,874 14,967,637 17,270,168Loans and Borrowings 28 8,188,685 107,796,179 - 67,677,358Finance Lease Obligation 29 57,500,000 60,105,992 - -Deferred Tax Liability 30 70,554,585 44,084,737 70,300,522 22,255,143 154,049,427 241,252,782 85,268,159 107,202,669Current LiabilitiesLoans and Borrowings 28 293,793,171 69,874,496 233,139,411 44,700,629Finance Lease Obligation 29 2,500,000 2,698,815 - -Trade and Other Payables 31 267,467,098 364,131,958 244,229,046 171,197,591Amounts Due to Related Companies 32 27,206,459 7,753,709 24,371,068 -Dividend Payable 4,091,943 3,671,169 2,741,943 2,321,169Income Tax Payable 9,783,120 859,248 7,768,830 4,195,194Bank Overdraft 24 20,805,235 245,279,985 752,818 82,489,608 625,647,026 694,269,380 513,003,116 304,904,191TOTAL LIABILITIES 779,696,453 935,522,162 598,271,275 412,106,860TOTAL EQUITY AND LIABILITIES 3,172,689,734 2,845,229,973 2,882,325,214 2,410,060,525

The Financial Statements are to be read in conjunction with the related notes, which form a part of the Financial Statements of the Group set out on pages 31 to 71.I certify that the Financial Statements of the Group comply with the requirement of the Companies Act No, 07 of 2007

M. M. D. NiroshanHead of FinanceThe Board of directors is responsible for preparation and presentation of these Financial Statements.Approved and signed for and on behalf of the Board

Dr. S. R. Rajiyah C. J. De. S. AmaratungeChairman Director5th August 2015Colombo

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Equity Attributable to Owners Non Controlling Total Interest Equity Stated Revaluation Retained Total Capital Reserve Earnings Rs. Rs. Rs. Rs. Rs. Rs.

Group

Balance as at 1st April 2013 1,194,452,950 - 710,244,807 1,904,697,757 482,739,080 2,387,436,837

Profit for the Year - - 22,710,941 22,710,941 5,633,429 28,344,370

Other Comprehensive Income, net of tax - - 608,376 608,376 285,532 893,908

Total Comprehensive Income - - 23,319,317 23,319,317 5,918,961 29,238,278

Transactions with Owners of the Company, Recognized

Directly in Equity

- Disposal of Subsidiary - - - - (448,538,411) (448,538,411)

- Dividend Paid - - (56,175,000) (56,175,000) (2,253,893) (58,428,893)

Total Transactions with Owners of the Company - - (56,175,000) (56,175,000) (450,792,304) (506,967,304)

Balance as at 31st March 2014 1,194,452,950 - 677,389,124 1,871,842,074 37,865,737 1,909,707,811

Balance as at 1st April 2014 1,194,452,950 - 677,389,124 1,871,842,074 37,865,737 1,909,707,811

Profit for the Year - - 434,785,984 434,785,984 7,797,948 442,583,932

Other Comprehensive Income, net of tax - 92,742,554 5,214,776 97,957,330 59,215 98,016,545

Total Comprehensive Income - 92,742,554 440,000,760 532,743,314 7,857,163 540,600,477

Transactions with Owners of the Company, Recognized

Directly in Equity

- Effect of Changes in Ownership Interest of Subsidieries - - 1,434,506 1,434,506 (1,434,506) -

- Dividend Paid - - (56,175,000) (56,175,000) (1,140,007) (57,315,007)

Total Transactions with Owners of the Company - - (54,740,494) (54,740,494) (2,574,513) (57,315,007)

Balance as at 31st March 2015 1,194,452,950 92,742,554 1,062,649,391 2,349,844,895 43,148,386 2,392,993,281

STATEMENT OF CHANGES IN EQUITY

The Financial Statements are to be read in conjunction with the related notes, which form a part of the Financial Statements of the Group set out on pages 31 to 71.

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STATEMENT OF CHANGES IN EQUITY (CONTD.)

Stated Revaluation Retained Total Capital Reserve Earnings Rs. Rs. Rs. Rs.

Company

Balance as at 1st April 2013 1,194,452,950 - 743,732,191 1,938,185,141

Profit for the Year - - 116,080,552 116,080,552

Other Comprehensive Income, net of tax - - (137,028) (137,028)

Total Comprehensive Income - - 115,943,524 115,943,524

Transactions with Owners of the Company, Recognized

Directly in Equity

- Dividend Paid - - (56,175,000) (56,175,000)

Total Transactions with Owners of the Company - - (56,175,000) (56,175,000)

Balance as at 31st March 2014 1,194,452,950 - 803,500,715 1,997,953,665

Balance as at 1st April 2014 1,194,452,950 - 803,500,715 1,997,953,665

Profit for the Year - - 244,535,062 244,535,062

Other Comprehensive Income, net of tax - 92,742,554 4,997,658 97,740,212

Total Comprehensive Income - 92,742,554 249,532,720 342,275,274

Transactions with Owners of the Company, Recognized

Directly in Equity

- Dividend Paid - - (56,175,000) (56,175,000)

Total Transactions with Owners of the Company - - (56,175,000) (56,175,000)

Balance as at 31st March 2015 1,194,452,950 92,742,554 996,858,435 2,284,053,939

The Financial Statements are to be read in conjunction with the related notes, which form a part of the Financial Statements of the Group set out on pages 31 to 71.

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STATEMENT OF CASH FLOWS

GROUP COMPANYFor the year ended 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Cash Flow from Operating ActivitiesProfit Before Tax 479,839,560 39,317,128 282,825,867 120,933,426

Adjustments forDepreciation 88,237,617 84,654,575 61,721,581 56,010,397Fair Value Gain on Biological Assets (10,194,816) (6,056,368) - -Amortization of Intangible asset 2,679,553 2,615,148 2,679,553 2,615,148Amortization of Immovable Estate Assets on Lease 2,750,004 2,750,004 - -(Profit) /Loss on Disposal of Subsidiary (165,625,873) 25,511,449 - -Provision for Retirement Benefit Obligation (153,830) 6,789,489 (1,097,531) 4,114,037Provision for Impairment Loss on Trade and Other Receivables (6,176,795) 1,276,209 - -Provision for Obsolete Inventories 3,612,984 250,000 - -Net Finance Costs 1,668,021 25,860,588 1,311,816 10,016,012Dividend Income (9,400) - (750,000) (4,538,308)Profit on Disposal of Property, Plant and Equipment - (719,865) - -Amortization of Prepaid Lease Rent 131,914 69,070 131,914 69,070Operating Profit Before Working Capital Changes 396,758,939 182,317,427 346,823,200 189,219,782

Working Capital Changes(Increase)/Decrease in Inventories (201,137,975) (130,158,937) (174,853,922) (106,222,648)(Increase)/Decrease in Trade and Other Receivables 16,441,567 (118,383,791) (39,999,194) 41,007,602(Increase)/Decrease in Dues from Related Parties (21,401,551) 279,539,543 65,620,430 (3,080,849)Increase/(Decrease) in Trade and Other Payables (4,935,759) 86,801,510 76,605,091 (43,225,989)Increase/(Decrease) in Dues to Related Parties 212,882,010 75,987,436 26,476,588 (18,371,751)Cash Generated from Operations 398,607,231 376,103,188 300,672,193 59,326,147Interest Paid (19,133,951) (35,959,508) (8,531,467) (12,325,920)Tax Paid 2,966,361 (8,583,452) - (1,147,850)Payment of Retirement Benefit Obligation (2,882,020) (1,542,950) (1,205,000) (639,300)Net Cash Flows Generated from /(Used in) Operating Activities 379,557,621 330,017,278 290,935,726 45,213,077

Cash Flows from Investing ActivitiesAcquisition of Property, Plant and Equipment (537,610,598) (103,040,462) (422,998,437) (41,115,572)Acquisition of Biological Assets - (78,400) - -Additions for Premium Paid for Leasehold Lands (5,220,000) - (5,220,000) -Proceeds from Disposal of Property, Plant and Equipment - 719,865 - -Investment in Unit Trust (300,000,000) - (300,000,000)Acquisition of Subsidiaries Net of Cash Acquired - 17,175 - -Investments in Subsidiaries - - (609,000,000) -Investment in equity accounted investees (329,600,000) - -Advance Paid for Issue of Share Capital - - - (70,000,000)Interest Received 17,465,930 10,098,920 7,219,651 2,309,908Dividend Income 9,400 - 750,000 4,538,308Proceeds from Disposal of Subsidiary 981,636,864 148,127,074 927,000,000 446,875,000Net Cash (Generated from) / Used in Investing Activities (173,318,404) 55,844,172 (402,248,786) 342,607,644

Cash Flows from Financing ActivitiesLoans and Borrowings obtained during the period 527,439,327 372,261,277 428,290,066 337,722,819Repayment of Loans and Borrowings (382,916,688) (465,768,283) (307,528,642) (443,627,672)Repayment of Lease Obligations (2,664,460) (2,681,259) - -Dividend Paid (56,894,233) (56,833,486) (55,754,226) (54,579,593)Net Cash Flows Generated From/(Used) in Financing Activities 84,963,946 (153,021,751) 65,007,198 (160,484,446)

Net Increase/ (Decrease) in Cash and Cash Equivalents 291,203,163 232,839,699 (46,305,862) 227,336,275Cash and Cash Equivalents at the beginning of the Year 195,232,685 (37,607,014) 211,739,975 (15,596,300)Cash and Cash Equivalents at the End of the Year (Note 24) 486,435,848 195,232,685 165,434,113 211,739,975

The Financial Statements are to be read in conjunction with the related notes, which form a part of the Financial Statements of the Group set out on pages 31 to 71.

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NOTES TO THE FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.1. Reporting Entity

Renuka Agri Foods PLC is a public quoted Company incorporated and domiciled in Sri Lanka under the Companies Act No 17 of 1982, re registered under the Companies Act No 07 of 2007. The registered office of the Company is located at No. 69, Sri Jinarathana Road, Colombo 2.

The consolidated financial statements of the Company as at and for the year ended 31st March 2015 comprise the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities").

The principal activities of the Company is manufacturing and sale of coconut related food products. Renuka Organics (Private) Limited is engaged in manufacturing and export of agri products. Ceylon Forestry (Private) Limited and Ceylon Botanical (Private) Limited are engaged in a business of planting timber species in identified plots of lands & manage them till harvest and to purchase, buy, acquire, or take on lease or otherwise acquire land & other property for purpose of Group/Company subject. Kandy Plantation Limited is engaged in business of cultivating coconut, producing organic coconut, green pepper and sale of coconut, copra and kernel.

1.2. Parent and Ultimate Parent Undertaking

The Company's parent enterprise is Renuka Foods PLC, and the Company's ultimate parent is Renuka Holdings PLC which is incorporated in Sri Lanka.

1.3. Financial Year

Financial Statements of the Company and Group entities ends on 31st March.

2. BASIS OF PREPARATION

2.1. Statement of compliance

The Consolidated Financial Statements of the Group as at 31st March 2015 have been prepared in accordance with Sri Lanka Accounting standards (SLFRS/LKAS) issued by the Institute of Chartered Accountants of Sri Lanka and the requirements of the Companies Act No. 7 of 2007.

The consolidated financial statements were authorized for issue by the Board of Directors on 5th August 2015.

2.2. Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

• Biological assets are measured at fair value less costs to sell

• Investment property is measured at fair value

• Liability for defined benefit obligations is carried at the present value of the defined benefit obligations.

• Land and Buildings are carried at fair value.

During the year, the Group has changed its accounting policy on recognition and measurement of land and buildings from cost model to revaluation model. Land and buildings are measured at fair value less accumulated depreciation on buildings and impairment charged subsequent to the date of the revaluation. Where land and buildings are subsequently revalued, the entire class of such assets is revalued at fair value on the date of revaluation. Valuations are performed every 3-5 years (or frequently enough) to ensure that the fair value of a revalued asset does not differ materially from its carrying amount

2.3. Functional and presentation currency

These consolidated financial statements are presented in Sri Lankan Rupees, which is the Company's functional currency. All financial information presented has been rounded to the nearest rupee unless otherwise indicated.

2.4. Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with SLFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical judgments in applying accounting policies that have significant effect on the amounts recognized in the Financial Statements is included in the respective notes to the Financial Statements.

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NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in respective notes to the Financial Statements.

2.5. Going Concern

The Board of Directors has made an assessment of the Group's ability to continue as a going concern in the foreseeable future and they do not intend to liquidate or cease trading.

3. SIGNIFICANT ACCOUNTING POLICIES

Except for the changes set out in Note 3.1, the Group has consistently applied the accounting policies set out below to all periods presented in these Consolidated Financial Statements.

3.1. Changes in Accounting Policies The Group has changed its accounting policy on recognition

and measurement of land and Buildings from cost model to revaluation model with effect form 31st March 2015.

Further the Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1st April 2014.

i. SLFRS 10 ‘Consolidated Financial Statements’ ii. SLFRS 12 ‘Disclosure of Interests in Other Entities’ iii. SLFRS 13 ‘Fair Value Measurements’ The Nature and the effects of the changes are explained

below.

3.1.1. Subsidiaries, including structured entities As a result of SLFRS 10, the Group has changed its accounting

policy for determining whether it has control over and consequently whether it consolidates other entities. SLFRS 10 introduces a new control model that focuses on whether the Group has power over an investee, exposure or rights to variable returns from its involvement with the investee and the ability to use its control over to affect those returns.

In accordance with the transitional provisions of SLFRS 10, the Group re-assessed its control conclusions as of 1 April 2014. However, the re-assessment did not have an impact on the Group’s Financial Statements.

3.1.2. Interests in other entities As a result of SLFRS 12, the Group has expanded disclosures

about its interests in its subsidiaries.

3.1.3. Fair value measurement

In accordance with the transitional provisions of SLFRS 13, the Group has applied the definition of fair value, as set out in Note 4 prospectively. The change had no significant impact on the measurements of the Group’s assets and liabilities, but the Group has included new disclosures in the Financial Statements, which are required under SLFRS 13. These new disclosure requirements are not included in the comparative information. However, to the extent that disclosures were required by other standards before the effective date of SLFRS 13, the Group has provided the relevant comparative disclosures under those standards.

3.2. Basis of consolidation

The consolidated Financial Statements include the Financial Statements of the company, its subsidiaries and other companies over which it has control. The group’s Financial Statements comprise of the consolidated Financial Statements of the Company and the Group which have been prepared in compliance with the group’s accounting policies.

3.2.1. Business combinations

The Group accounts for business combinations using the acquisition method as at the acquisition date which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities

The Group measures goodwill at the acquisition date as:• The fair value of the consideration transferred; plus• The recognized amount of any non - controlling interest

in acquiree; plus• If the business combination is achieved in stages, the fair

value of the pre - existing equity interest in the acquire; less• The net recognized amount (generally fair value) of the

identifiable assets acquired and liabilities assumed• When the excess is negative, a bargain purchase gain is

recognized immediately in profit or loss.

3.2.2. Subsidiaries

Subsidiaries are entities controlled by the Group. The Financial Statements of subsidiaries are included in the consolidated

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NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

Financial Statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

3.2.3. Non-controlling interests

Non - controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners. Adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. No adjustments are made to goodwill and no gain or loss is recognized in profit or loss.

3.2.4. Loss of Control

On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity accounted investee or as an available for sale financial asset depending on the level of influence retained.

3.2.5. Interests in equity-accounted investees

The Group’s interests in equity-accounted investees comprises interests in associates. Associates are those entities in which the Group has significant influence, but not control over the financial and operating policies.

Interests in associate is accounted for using the equity method. It is initially recognized at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and OCI of equity accounted investees, until the date on which significant influence or joint control ceases.

3.2.6. Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated Financial Statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

3.3. Foreign Currency Transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are re-translated to the functional currency at the exchange rate at that date.

Non-monetary assets and liabilities that are measured at fair value in a foreign currency are re-translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Foreign currency differences arising on re-translation are generally recognized in profit or loss.

3.4. Financial instruments

3.4.1. Non-Derivative Financial Assets

The Group initially recognizes loans and receivables and deposits on the date that they are originated. All other financial assets are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets:• Loans and receivables• Cash and Cash Equivalents

a. Loans and Receivables

Loans and receivables are financial assets with fixed or determinable payment that are not quoted in an active market. Such assets are recognized at fair value plus any directly attributable transaction costs. Subsequent to initial

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recognition loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.

Loans and receivables comprise of trade receivables, other receivables and cash and cash equivalents.

b. Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value and are used by the Group in the management of its short term commitments.

3.4.2. Non-derivative financial liabilities

The Group initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The Group classifies non derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.

Other financial liabilities comprise loans and borrowings, debt securities issued, bank overdrafts, and trade and other payables.

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the statement of cash flows.

3.4.3. De-recognition of Financial Instruments

The Group derecognizes a financial asset when the right to receive cash flows from the asset have expired or when it transfers the financial asset in a transaction in which substantially all the risks and rewards of the ownership of the financial assets are transferred or in which the Group neither

transfer nor substantially all risks and rewards of ownership and it does not retain control of the financial asset.

In transactions in which the Group neither retains nor transfers substantially all the risks and rewards of ownership of a financial asset and it retains control over the asset, the Group continues to recognize the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset.

On de-recognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset transferred), and the sum of (i) the consideration received (Including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when and only when, the group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset or settle the liability simultaneously.

3.4.4. Determination of Fair Value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:• in the principal market for the asset or liability or• in the absence of a principal market, in the most

advantageous market for the asset or liability.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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3.4.5. Determination of Fair Value Level 1 When available, the Company measures the fair value of

an instrument using active quoted prices or dealer price quotations (assets and long positions are measured at a bid price; liabilities and short positions are measured at an asking price), without any deduction for transaction costs. A market is regarded as active if quoted prices are readily and regularly available and represent actual and regularly occurring market transactions on an arm’s length basis.

Level 2 If a market for a financial instrument is not active, then the

Company establishes fair value using a valuation technique. Valuation techniques include using recent arm’s length transactions between knowledgeable, willing parties (if available), reference to the current fair value of other instruments that are substantially the same, discounted cash flow analyses, credit models, option pricing models and other relevant valuation models. The chosen valuation technique makes maximum use of market inputs, relies as little as possible on estimates specific to the Company, incorporates all factors that market participants would consider in setting a price, and is consistent with accepted economic methodologies for pricing financial instruments. Inputs to valuation techniques reasonably represent market expectations and measures of the risk-return factors inherent in the financial instrument. The Company calibrates valuation techniques and tests them for validity using prices from observable current market transactions in the same instrument or based on other available observable market data.

The best evidence of the fair value of a financial instrument at initial recognition is the transaction price, i.e. the fair value of the consideration given or received, unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument, i.e. without modification or repackaging, or based on a valuation technique whose variables include only data from observable markets. When transaction price provides the best evidence of fair value at initial recognition, the financial instrument is initially measured at the transaction price and any difference between this price and the value initially obtained from a valuation model is subsequently recognised in profit or loss on an appropriate basis over the life of the instrument but not later than when the valuation is supported wholly by observable market data or the transaction is closed out.

Level 3 Certain financial instruments are recorded at fair value using

valuation techniques in which current market transactions or observable market data are not available. Their fair value is

determined by using valuation models that have been tested against prices or inputs to actual market transactions and also using the best estimate of the most appropriate model assumptions. Models are adjusted to reflect the spread for bid and ask prices to reflect costs to close out positions, credit and debit valuation adjustments, liquidity spread and limitations in the models. Also, profit or loss calculated when such financial instruments are first recorded (‘Day 1’ profit or loss) is deferred and recognised only when the inputs become observable or on de-recognition of the instrument.

3.4.6. Stated Capital

3.4.6.1. Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.

3.5. Property, Plant and Equipment

3.5.1. Recognition and Measurement

Items of property, plant and equipment are measured at cost or revalued amounts less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located.

Purchased software that is integral to the functionality of the related equipment is capitalized as part of the equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Land and buildings are measured at fair value less accumulated depreciation on buildings and impairment charged subsequent to the date of the revaluation. Where land and buildings are subsequently revalued, the entire class of such assets is revalued at fair value on the date of revaluation. Valuations are performed every 3-5 years (or frequently enough) to ensure that the fair value of a revalued asset does not differ materially from its carrying amount.

Any revaluation surplus is recognized in other comprehensive income and accumulated in equity in the asset revaluation reserve, except to the extent that it reverses a revaluation

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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decrease of the same asset previously recognized in the income statement, in which case the increase is recognized in the income statement. A revaluation deficit is recognized in the income statement, except to the extent that it offsets an existing surplus on the same asset recognized in the asset revaluation reserve.

Any gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net within other income in profit or loss.

Accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.

3.5.2. Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.

3.5.3. Depreciation

Items of property, plant and equipment are depreciated from the date they are available for use or, in respect of self-constructed assets, from the date that the asset is completed and ready for use.

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line basis over their estimated useful lives. Depreciation is generally recognized in profit or loss, unless the amount is included in the carrying amount of another asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:

Class of Assets Useful Lifetime (Years) Plant and machinery 10-20 Electrical Installation 10 Spare Parts and Tools 10 Laboratory Equipment 10 Factory Equipment 10 Office Equipment 10 Furniture and Fitting 10 Motor vehicle 05 Revalued Buildings 20-25

3.6. Intangible Assets and Goodwill

3.6.1. Goodwill

Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. Goodwill is measured at initial recognition in accordance with Note 3.1.1.

3.6.1.1. Subsequent Measurement

Goodwill is measured at cost less accumulated impairment losses. In respect of equity accounted, investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity accounted investee.

3.6.2. Other intangible assets

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses.

3.6.3. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

3.6.4. Amortization

Intangible assets are amortized on a straight-line basis in profit or loss over their estimated useful lives from the date that they are available for use. The estimated useful lives for the current and comparative years are as follows:

Class of Assets Useful Lifetime (Years) Computer Software 5 years Trade License 10 years

Amortization methods, useful lives and residual value are reviewed at each reporting date and adjusted if appropriate.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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3.7. Biological assets

Biological assets are measured at fair value less costs to sell, with any change therein recognized in profit or loss. Costs to sell include all costs that would be necessary to sell the assets, including transportation costs.

Biological assets are classified as mature biological assets and immature biological assets. Mature biological assets are those that have attained harvestable specifications or are able to sustain regular harvests. Immature biological assets are those that have not yet attained harvestable specifications. Tea, rubber, other plantations and nurseries are classified as biological assets.

Biological assets are further classified as bearer biological assets and consumable biological assets. Bearer biological asset includes tea trees, those that are not intended to be sold or harvested, however used to grow for harvesting agricultural produce from such biological assets.

Consumable biological assets includes managed timber those that are to be harvested as agricultural produce or sold as biological assets. The Group recognizes the biological assets when, and only when, the entity controls the assets as a result of past event, it is probable that future economic benefits associated with the assets will flow to the entity and the fair value or cost of the assets can be measured reliably.

The managed timber is measured on initial recognition and at the end of each reporting periods at its fair value less cost to sell in terms of LKAS 41. The cost is treated as approximation to fair value of young plants as the Impact on biological transformation of such plants to price during this period is immaterial. The fair value of timber trees are measured using DCF method taking in to consideration the current market prices of timber, applied to expected timber content of a tree at the maturity by an independent professional valuer. All other assumptions are given in note 13 to the financial statements.

The gain or loss arising on initial recognition of biological assets at fair value less cost to sell and from a change in fair value less cost to sell of biological assets are included in profit or loss for the period in which it arises.

3.8. Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes.

3.8.1. Basis of Recognition

Investment property is recognized if it is probable that future economic benefits that are associated with the investment property will flow to the Group and cost of the investment property can be reliably measured.

3.8.2. Measurement

An investment property is measured initially at its cost. The cost of a purchased investment property comprises of its purchase price and any directly attributable expenditure. The cost of a self-constructed investment property is its cost at the date when the construction or development is complete.

The Group applies the cost model for investment properties in accordance with Sri Lanka Accounting Standard 40 (LKAS 40) “Investment Property”. Accordingly, land and buildings classified as investment properties are stated at fair value and the resulting gain or loss arising from the change in fair value of the investment property is recognized in profit or loss.

3.8.3. De-recognition Investment properties are de-recognised when disposed

of, or permanently withdrawn from use because no future economic benefits are expected. Transfers are made to and from investment properties only when there is a change in use.

Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss. When an investment property that was previously classified as property, plant and equipment is sold, any related amount included in the revaluation reserve is transferred to retained earnings. When the use of the property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.

3.9. Leased assets

Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating leases and, except for investment property, the leased assets are not recognized in the Group’s statement of financial position.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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3.10. Premium paid on Leasehold Land

The premium paid by the subsidiary for leasehold land represents prepaid rental charges which are amortized over 50 years, commencing from the second year of operation.

3.11. Inventories

Inventories are measured at the lower of cost and net realizable value.

The cost of inventories includes expenditure incurred in acquiring the Inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Cost incurred in bringing inventories to the present location and condition is recognized as follows.

• Raw Material - At cost determined at the factory on weighted average cost method

• Finished Goods - At factory cost of direct materials, direct labor and appropriate proportion of fixed production overheads at normal operating capacity.

• Goods in transit - At the actual cost

• Packing Material - At cost determined at the factory on weighted average cost method

• Harvested Crops – Inventory of harvested crop sold has been valued at realized price. Unsold harvested crop have been valued at estimated realizable value net of direct selling expenses. This basis has been adopted to recognize the profit/loss on perennial crops in the financial period of harvesting.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

3.12. Impairment

3.12.1. Financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future Cash flows of that asset that can be estimated reliably. Objective evidence that financial assets

(including equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

The Group considers evidence of impairment for receivables and held-to-maturity investment securities at both a specific asset and collective level. All individually significant receivables and held-to-maturity investment securities are assessed for specific impairment. All individually significant receivables and held-to-maturity investment securities found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Receivables and held-to-maturity investment securities that are not individually significant are collectively assessed for impairment by grouping together receivables and held to-maturity investment securities with similar risk characteristics.

Losses are recognized in profit or loss and reflected in an allowance account against loans and receivables. When an event occurring after the impairment was recognized causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

3.12.2. Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than biological assets, investment property, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. For the purposes of goodwill impairment

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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testing, goodwill acquired in a business combination is allocated to the group of CGUs that is expected to benefit from the synergies of the combination. This allocation is subject to an operating segment ceiling test and reflects the lowest level at which that goodwill is monitored for internal reporting purposes. The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs. An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss.

Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

3.13. Employee benefits

3.13.1. Defined contribution plan-Gratuity

A defined benefit plan is a post- employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defied benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior period; that benefit is discounted to determine its present value.

The retirement benefit obligation of the Group is based on the actuarial valuation using Projected Unit Credit (PUC) methods as recommended by Sri Lanka Accounting Standards (LKAS 19) Employee Benefits. The calculation is performed by individual actuary using the projected unit credit method. The assumptions based on which the results of the actuarial valuation was determined, are included in Note 27 to the Financial Statements.

The Group recognizes all actuarial gains and losses arising from the defined benefit plans immediately in the statement of comprehensive income. The liability is disclosed under non - current liabilities in the statement of financial position and not externally funded.

However, as per the Payment of Gratuity Act No. 12 of 1983 the liability to an employee arises only on completion of 5 years of continued services.

3.13.2. Defined benefit plan-Employee Provident Fund and Employee Trust Fund

All employees who are eligible for Employees Provident Fund contribution and Employees Trust Fund contribution are covered by relevant contribution funds in line with respective statutes and regulations. The Company contributes 12 % and 3% of gross emoluments of employees to Employees’ Provident Fund and Employees’ Trust Fund respectively.

3.14. Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

3.15. Commitments and Contingent Liabilities

Contingent Liabilities are possible obligations whose existence will be confirmed only by occurrence or non-occurrence of uncertain future events not wholly within the control of the Company or present obligations where the transfer of economic benefits is not probable or cannot be reliably measured.

Capital Commitment and Contingent Liabilities of the Company and the Group are disclosed in the respective notes to the Financial Statements.

3.16. Events after the Reporting Period

The materiality of the events after the reporting period has been considered and appropriate adjustments and provisions have been made in the Financial Statements wherever necessary.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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3.17. Revenue

3.17.1. Sale of goods

Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates.

Revenue is recognized when significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably.

If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.

3.17.2. Rental income

Rental income from investment property is recognized in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease. Rental income from subleased property is recognized as other income.

3.17.3. Export Sales

Export sales are recognized at the time of shipment.

3.17.4. Local Sales

Local sales are recognized at the time of dispatch.

3.18. Finance income and finance costs

Finance Income comprises interest income on funds invested recognized in profit or loss using the effective interest method.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method.

Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.

Dividend income recognized when the right to receive the dividend is established.

3.19. Income tax

Tax expense comprises current and deferred tax. Current tax and deferred tax is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

3.19.1. Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

3.19.2. Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:

• Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

• Temporary differences related to investments in subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

• Taxable temporary differences arising on the initial recognition of goodwill.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. For investment property that is measured at fair value, the presumption that the carrying amount of the investment property will be recovered through sale has not been rebutted.

Deferred tax is measured at the tax rates that are expected

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

3.20. Statement of Cash Flows

The Statement of Cash Flows has been prepared using the “indirect method”.

Interest paid are classified as operating cash flows, interest received is classified as investing cash flows for the purpose of presenting Statement of Cash Flows.

3.21. Earnings per share

The Company presents Basic Earnings Per Share (EPS) data for its Ordinary Shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of Ordinary Shares outstanding during the period.

3.22. Related Party Transactions

Disclosure has been made in respect of the transactions in which one party has the ability to control or exercise significant influence over the financial and operating policies/decisions of the other, irrespective of whether a price is charged.

3.23. Segment Reporting

Segment results that are to the group’s CEO (the Chief Operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses and tax assets and liabilities.

3.24. Determination of Fair values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods.

When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

3.25. Biological assets

The fair value of younger standing timber is based on the present value of the net cash flows expected to be generated by the plantation at maturity, in its most relevant market, and includes the potential additional biological transformation and the related risks associated with the asset.

3.26. Inventories

The fair value of inventories acquired in a business combination is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.

3.27. Trade and other receivables

The fair values of trade and other receivables are estimated at the present value of future cash flows, discounted at the market rate of interest at the measurement date. Short-term receivables with no stated interest rate are measured at the original invoice amount if the effect of discounting is immaterial. Fair value is determined at initial recognition and, for disclosure purposes, at each annual reporting date.

4. DETERMINATION OF FAIR VALUES

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods.

When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

4.1. Biological assets

The fair value of immature timber plantations is based on the

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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present value of the net cash flows expected to be generated by the plantation at maturity.

4.2. Investment property

An external, independent valuation company, having appropriate recognized professional qualifications and recent experience in the location and category of property being valued, values the Group’s investment property portfolio once a year. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably and willingly.

In the absence of current prices in an active market, the

valuations are prepared by considering the aggregate of the estimated cash flows expected to be received from renting out the property. A yield that reflects the specific risks inherent in the net cash flows then is applied to the net annual cash flows to arrive at the property valuation. Valuations reflect, when appropriate, the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting vacant accommodation, the allocation of maintenance and insurance responsibilities between the Group and the lessee, and the remaining economic life of the property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices, and when appropriate counter-notices, have been served validly and within the appropriate time.

4.3. Inventories

The fair value of inventories acquired in a business combination is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.

4.4. Equity and debt securities

The fair value of equity and debt securities is determined by reference to their quoted closing bid price at the reporting date, or if unquoted, determined using a valuation technique. Valuation techniques employed include market multiples and discounted cash flow analysis using expected future cash flows and a market-related discount rate. The fair value of held-to-maturity investment is determined for disclosure purposes only.

5. ACCOUNTING STANDARDS ISSUED BUT NOT EFFECTIVE AS AT THE REPORTING DATE

The Institute of Chartered Accountants of Sri Lanka has issued the following new Sri Lanka Accounting Standards which are not applicable for the current financial period.

Accordingly, these Standards have not been applied in preparing these financial statements.

5.1. SLFRS 15 - Revenue from Contracts with Customers

The objective of this SLFRS is to establish a comprehensive framework for determining whether, how much and when revenue is recognized. This SLFRS will supersede existing revenue recognition guidance LKAS 18 Revenue and LKAS 11 Construction Contracts.

SLFRS 15 will become effective rom 1st January 2018 for the Group with early adoption permitted.

5.2. SLFRS 9 - Financial Instruments: Classification and Measurement

SLFRS 9, as issued reflects the first phase of work on replacement of LKAS 39 and applies to classification and measurement of financial assets and liabilities.

SLFRS 9 will be effective for financial periods beginning on or after 1st January 2018.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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GROUP COMPANYFor the year ended 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

6 REVENUE Export Sales 2,051,951,738 1,679,524,965 1,819,663,130 1,518,021,024 Local Sales 1,389,144,204 1,768,174,969 266,965,438 219,854,355 Rent Income - 2,494,410 - - 3,441,095,942 3,450,194,344 2,086,628,568 1,737,875,379 Revenue Taxes (20,934,844) - - - 3,420,161,098 3,450,194,344 2,086,628,568 1,737,875,379

7 OTHER OPERATING INCOME Insurance Claim 595,546 313,228 554,563 171,340 Fair Value Gain on Biological Assets 10,194,816 6,056,368 - - Profit on Sale Property, Plant & Equipment - 719,865 - - Dividend Income 9,400 - 750,000 4,538,308 Packaging Material Rebate 2,307,531 - - - Sundry Income 9,868,666 19,743,042 3,361,132 2,776,199 22,975,959 26,832,503 4,665,695 7,485,847

8 PROFIT FROM OPERATIONS Is stated after charging all expenses including the following Director’s Remuneration 25,662,494 20,600,000 9,555,884 7,670,775 Auditor’s Remuneration Audit 595,000 550,000 595,000 550,000 Non Audit Services 200,000 172,500 200,000 172,500 Other Auditors’ fees 686,000 625,880 - - Impairment Loss on Trade Receivables - 4,755,614 - - Depreciation on Property, Plant and Equipment 88,237,617 84,654,575 61,721,581 56,010,397 Loss on Disposal of Subsidiaries - 25,511,449 - Amortization on Intangible Assets 2,679,553 2,615,148 2,679,553 2,615,148 Provision for Obsolete Inventories 3,612,984 250,000 3,862,984 - Personnel Costs ( Note 8.1 ) 234,445,194 253,801,340 200,178,011 168,120,455

8.1 PERSONNEL COSTS Salaries, Wages and Related Expenses 203,870,807 222,854,056 177,833,601 147,547,647 Defined Contribution Plan Costs - EPF and ETF 24,735,045 24,221,843 17,762,784 16,231,743 Defined Benefit Plan Costs - Retirement Benefit Obligation 5,839,342 6,725,441 4,581,626 4,341,065 234,445,194 253,801,340 200,178,011 168,120,455

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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GROUP COMPANYFor the year ended 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

9 NET FINANCING COSTS Finance Income Interest on - Call Deposit 2,680,261 1,003,435 755,536 455,608 - Foreign Currency Accounts 144,420 191,556 144,081 131,511 - Fixed Deposits 8,249,905 5,334,474 2,081,431 709,589 Exchange Gain 6,391,344 3,569,455 4,238,603 1,013,200 17,465,930 10,098,920 7,219,651 2,309,908 Finance Costs Interest on - Bank Loans 6,336,346 13,843,471 3,202,545 5,428,171 - Bank Overdraft 8,688,025 15,385,399 2,804,047 3,391,923 - Lease 16,460 35,846 - - - Packing Credit Loans 2,684,337 4,140,963 2,524,875 3,505,826 - Other 1,216,001 2,553,829 - - Exchange Loss 192,782 - - - 19,133,951 35,959,508 8,531,467 12,325,920

(1,668,021) (25,860,588) (1,311,816) (10,016,012)

10 TAXATION Income Tax Charge for the Year (Note 10.1) 9,531,147 7,256,533 3,573,636 1,147,850 Over Provisions in Respects of Previous Years (1,052,155) (209,756) - - Deferred Tax Provision for the Year (Note 30) 28,776,636 3,925,981 34,717,169 3,705,024 37,255,628 10,972,758 38,290,805 4,852,874

10.1 Reconciliation Between Accounting Profit and Taxable Income Profit Before Tax 479,839,560 39,317,128 282,825,867 120,933,426 Aggregate Disallowable Expenses 80,849,437 124,782,621 64,343,623 64,030,489 Aggregate Allowable Expenses (324,955,973) (110,651,912) (288,654,402) (89,807,754) Aggregate Other Income (15,818,920) (14,018,385) (6,277,733) (4,982,961) Aggregate Exempt Income (9,647,060) (314,621) (694,081) (313,804) Adjusted Business Profit 210,267,044 39,114,831 51,543,274 89,859,396 Exempted Business Profit (51,543,274) (89,859,396) (51,543,274) (89,859,396) Statutory Income/(loss) from Business 158,723,770 (50,744,565) - - Taxable Aggregate Other Income 14,641,264 7,125,055 9,226,424 4,099,464 Total Statutory Income 173,365,034 7,125,055 9,226,424 4,099,464 Income Tax at 28% 6,762,658 3,990,441 1,790,237 1,147,850 Income Tax at 12% 1,783,399 2,441,094 1,783,399 - Income Tax at 10% 985,090 824,998 - - 9,531,147 7,256,533 3,573,636 1,147,850

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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10.2.1 The Company

In terms of the agreement with the Board of investment of Sri Lanka (BOI), business profit of the Company is exempted from income

tax for a period of 10 years from the date of commencement of its business, which came to an end in the year of assessment 2011/12.

Subsequently the said exemption period was extended for another two years of assessments ending 2013/14 by a supplementary

agreement. After the expiration of said tax exemption period, the Company is liable for taxation at the rate of 12%.

Dividend paid by the Company out of exempt profits during the 12 year tax holiday period or within one year thereafter is exempted from

tax. Other Income is liable for income tax at the rate of 28%.

10.2.2 Subsidiaries

a) Renuka Organics (Pvt) Limited According to the agreements entered into with Board of Investment of Sri Lanka, the profit and Income of the Company were exempt

from income tax for a period of five (5) years. This tax holiday period expired on 31st March 1999.

From the Year of Assessments 2006/2007, under Section 16 of the Inland Revenue Act No. 10 of 2006, the Company’s Profit was exempted

from income tax for a period of five years. This tax holiday period expired on 31st march 2011. The Company is liable to income tax at 10%

on profit from Agriculture from the year of assessment 2011/2012.

Company’s other income is liable for income tax at the rate of 28%.

b) Ceylon Botanicals (Pvt) Limited The Company is liable to income tax at the rate of 28%

c) Ceylon Forestry (Pvt) Limited In accordance with the provisions of Section 17 of the Board of Investment of Sri Lanka law No. 4 of 1978, the Company is entitled to the

following exemptions/benefits with regard to income tax:

(i) For a period of eight (08) years reckoned from the Year of Assessment as may be determined by the BOI, Sri Lanka. For the above

purpose, the year of assessment shall be reckoned from the year in which the Company commences to make profits or any year of

assessment not later than two (02) years reckoned from the date of commencement of commercial operations whichever year is

earlier, as specified in a certificate issued by the BOI, Sri lanka.

(ii) After the expiration of the aforesaid tax exemption period, referred to in subclause (i) above, the profits and income of the Company

shall for each year of assessment be charged at the rate of ten per centum (10%) for a period of two (2) years (“concessionary period”)

immediately succeeding the last date of the tax exemption period during which the profits and income of the Company is exempted

from the income tax.

(iii) After the expiration of the aforesaid concessionary period referred to in subclause (ii) above, the profits and income of the Company

shall be charged for any year of assessment at the rate of 20%.

However, other income would be liable to Income Tax @ 28% for the year.

10.2 Income tax rates applicable to the company and subsidiaries

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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Profit After Tax attributable to Ordinary Shares (Rs) 434,785,984 22,710,941 244,535,062 116,080,552 Weighted Average number of Ordinary 561,750,000 561,750,000 561,750,000 561,750,000 Basic Earnings per Share (Rs.) 0.77 0.04 0.44 0.21

11.1 Dividend Per Share Dividend Declared and Paid during the Year (Rs.) 56,175,000 56,175,000 56,175,000 56,175,000 Weighted Average Number of Ordinary Shares 561,750,000 561,750,000 561,750,000 561,750,000 Dividend Per Share (Rs.) 0.10 0.10 0.10 0.10

11 Basic Earnings Per Share The Computation of the basic earnings per Share is based on the profit for the year attributable to ordinary shareholders for the year divided

by the weighted average number of shares outstanding during the year and calculated as follows:

d) Kandy Plantations Limited

According to the Agreement with the Board of Investment of Sri Lanka, the Profits and Income of Kandy Plantations Ltd were exempt for a

period of 5 years from the year of assessment in which the Enterprises commence to make profit (i.e. 2003/2004). Accordingly the said tax

holiday period was expired on 31st March 2008.

However, the profit from Agriculture of the Company continued to be exempt from income tax for further 3 years of assessments ending

2010/2011, under Section 16 of the Inland Revenue Act No. 10 of 2006. This tax holiday was expired on 31st March 2011. The Company is

liable to income tax at 10% on profit from Agriculture from the year 2011/2012.

The other income of the Company is liable to income tax at 28%. The profit from export sales is liable to income tax at 12%.

e) Richlife Diaries Limited

The Profits and the Income of the Company (Agricultural Income) is liable at the rate of 10% and the other income, interest income is liable

to income tax at the rate of 28%.

GROUP COMPANY 2015 2014 2015 2014

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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arch

2015

(16

,641)

25,57

4,450

28

3,209

,970

11,27

4 14

,294,1

00

13,66

9,342

95

,040

3,193

,390

15,74

2,121

3,4

45,70

2 40

,651,1

19

- -

399,8

69,86

6

Writ

ten D

own V

alue

As at

31st

Mar

ch 20

15

40,63

0,218

27

8,691

,271

595,4

25,15

6 (11

,274)

5,074

,076

3,934

,451

23,66

1 5,1

39,78

8 49

,956,2

46

6,397

,704

21,74

6,139

-

9,395

,014

1,016

,402,4

51As

at 31

st M

arch 2

014

128,3

63,22

5 34

3,089

,679

493,8

09,29

5 73

8,812

4,9

93,57

1 4,4

66,45

4 13

,225

4,840

,000

33,09

1,867

9,8

20,55

4 29

,782,5

41

- 25

,910,7

36 1

,078,9

19,96

0

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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RENUKA AGRI FOODS PLC | Annual Report 2015

48

12 P

rope

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Pla

nt a

nd E

quip

men

t Co

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ny

Free

hold

Fa

ctory

Pla

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rnitu

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l W

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Labo

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ry

Facto

ry

Offic

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Ca

pita

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k

La

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Build

ings

Mac

hiner

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tings

In

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tion

Tool

s Eq

uipm

ent

Equip

men

t Eq

uipm

ent

Vehic

les

In P

rogr

ess

Tota

l

Rs

. Rs

. Rs

. Rs

. Rs

. Rs

. Rs

. Rs

. Rs

. Rs

. Rs

. Rs

.

Cost

As at

1st

Apr

il 20

13

- 10

3,622

,603

498,8

10,08

6 16

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95

14,71

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10

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Tran

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Durin

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8,794

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- -

- -

- -

- (2

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As at

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6,893

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511,2

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1 17

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8,216

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As at

1st

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6,893

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769,8

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- 5,9

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9 42

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Reva

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plus

- 10

5,389

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- -

- -

- -

- -

- 10

5,389

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As at

31s

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21,42

8,000

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3,841

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855,4

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89

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8,216

11

8,701

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52

8,895

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1st

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13

- 17

,793,5

72

179,2

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9,445

81

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1,657

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8,447

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1,515

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9,729

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- 24

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As at

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14

- 21

,036,9

70

217,6

33,10

8 13

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53

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91

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1,827

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96

- 29

7,542

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3,641

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As at

31s

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ch 2

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- 24

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30

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83,03

2 14

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95

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14,75

9,443

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64

- 35

9,264

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Writ

ten

Down

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As at

31s

t Mar

ch 2

015

21,42

8,000

23

9,162

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592,8

11,58

2 4,9

39,94

3 2,9

04,20

7 23

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644,1

98

52,03

1,609

5,9

88,62

7 13

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29

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939,0

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As at

31s

t Mar

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014

- 12

5,856

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293,6

66,60

3 4,3

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2 13

,225

344,4

10

18,95

2,859

5,1

17,46

5 20

,755,2

97

- 47

2,353

,283

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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49

13 BIOLOGICAL ASSETES

12.1 Methods and assumptions used in the fair valuation of buildings

Land and Factory buildings of the Renuka Agri Foods PLC have been revalued on 31st March 2015 and the revalued amounts were incorporated in the financial statements for the year ended 31st March 2015. This is considered as a Level III valuation and details of the valuation are given below.

Property : Renuka Agri Foods Factory complex at lot 28 export processing zone, Wathupitiwela.

Name and qualifications of the valuer : Mr. Leon M.P. Perera - Fellow member of Institute of Valuation, Assistant Government Valuer (Retired), Incorporated Valuer, Valuer - Peoples Bank, Bank of Ceylon, Seylan Bank.

Valuation technique : The current construction cost has been used in determining the fair value with appropriate depreciation rates.

Significant unobservable inputs :

Inter-relationship between key unobservable inputs and fair value measurement :

The change in price per square ft. and/ or depreciation rate will have an impact on fair value of the buildings

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Immature Plantation Balance as at 1st April 35,648,016 29,513,248 - - Additions During the Year - 78,400 - - Gain on Fair Value During the year 10,194,816 6,056,368 - - Balance as at 31st March 45,842,832 35,648,016 - - Biological Assets as at 31st March 2015 consists of investments made by Ceylon Forestry (Pvt) Limited in Teak and Mahogany Plants and

investments made by Kandy Plantation Limited in immature Coconut Plants.

Ceylon Forestry (Pvt) Limited

Managed trees include commercial timber plantations cultivated on the estate in Matale. The cost of immature trees up to 5 years from planting are treated as approximate to fair value particularly on the grounds of little biological transformation has taken place and impact of the biological transformation on price is not material.

When such plantation become mature, the additional investment since taken over to bring them to maturity are transferred from immature to mature.

The fair value of managed trees was ascertained in accordance with LKAS 41 - “Agriculture” which is applicable only for managed agricultural activity in terms of the ruling issued by the Institute of Chartered Accountants of Sri Lanka. The Valuation was carried out by an independent Chartered Valuation Surveyor Mr. K.T.D Tissera using discounted Cash Flows (DCF) method.

Kandy Plantations Limited

Biological Assets as at 31st March 2015 wholly consists of investments made in coconuts plantation.

According to the option granted by the Institute of Chartered Accountants of Sri Lanka on valuation of the bearer biological assets, the Company has measured these assets in accordance with LKAS 16, “Property, Plant and Equipment”.

12.2 Fully depreciated items of property, plant and equipment still in use

Group

The gross carrying amount of fully depreciated property, plant and equipment still in use as at 31st March 2015 is Rs. 111,267,831.

Company

The gross carrying amount of fully depreciated property, plant and equipment still in use as at 31st March 2015 is Rs. 108,085,483.

Significant unobservable inputs Range

Price per square feet Rs. 2,000/= to Rs.4,600/=

Depreciation Rate 10% to 50%

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Goodwill on Acquisition ( Note 14.1 ) - 265,689,577 - - Computer Softwares (Note 14.2 ) 2,880,857 5,560,410 2,880,857 5,560,410 Trade License (Note 14.3 ) 15,000,000 - - - Balance at the End 17,880,857 271,249,987 2,880,857 5,560,410

14 INTANGIBLE ASSETS

13.1 Measurement of fair values

13.2 Sensitivity Analysis

Sensitivity variation on sales price Values as appearing in the Statement of Financial Position are very sensitive to price changes with regard to the average sales prices applied.

Simulations made for timber, shows that an increase or a decrease by 10% of the estimated future selling price has the following effect on the net present value of biological assets:

Sales price fluctuation +10% 0 -10% Manage Timber Rs. Rs. Rs. As at 31st March 2015 50,332,972 45,842,832 41,181,522

Sensitivity variation on discount rate Values as appearing in the Statement of Financial Position are very sensitive to changes of the discount rate applied. Simulations made

for timber, shows that an increase or a decrease by 1% of the estimated discount rate has the following effect on the net present value of biological assets:

Discount rate fluctuation +1% 0 -1% Manage Timber Rs. Rs. Rs. As at 31st March 2015 40,227,140 45,842,832 52,155,644

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

At the Beginning of the Year 265,689,577 267,425,254 - - Additions During the Year - 136,574 - - Disposal of Subsidiary (265,689,577) (1,872,251) - - At the End of the Years - 265,689,577 - -

14.1 GOODWILL ON ACQUISITION

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

A Fair value hierarchy The fair value measurements for the standing timber have been categorised as Level 3 fair values based on the inputs to the valua-

tion techniques used.B Level 3 fair values The following table shows a breakdown of the total gains (losses) recognised in respect of Level 3 fair values. GROUP COMPANY 2015 2014 2015 2014 Gain included in ‘other income Change in fair value (unrealised) 10,194,816 6,056,368 - -

C Valuation techniques and significant unobservable inputsType Valuation techniqueTimber Timber Content Estimated based on the girth, height and considering the growth and present age of the trees of

each species in different geographical regions, factoring all the prevailing statutory regulations enforced against harvesting of timber coupled with forestry plan of the Company approved by the Forestry Department.

Economic Useful Life Estimated based on normal life span of each species by factoring the forestry plan of the Company approved by the Forestry Department.

Selling Price Estimated based on prevailing Sri Lankan market prices factoring all the conditions to be fulfilled in bringing the trees in to salable condition.

Discount Rate Future cash flows are discounted at the rate of 12.5% (2014 - 12.5%).

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Kandy Plantations Limited - Immovable Estate Assets on Lease

Lease have been executed for 3 estates (Primarily coconut) comprising 33 contiguous allotments of Land called and known as “Giriulla Estate” by Mr. L.H. Croos Dabrera. This contiguous allotments of Land comprise a total extent of 640A-3R-32P. This lease has been executed for a period of 30 years under 2 separate lease agreements. The first lease agreement relates to 10 years period from 1st April 2003 to 31st March 2013 and the second lease agreement relates to the next 20 years commencing from 1st April 2013 and ending on 31st March 2033.

A valuation report dated 11th October 2003 prepared by Mr. Leon M.P.Perera Dip.In.Val. F.I.V. indicates the method of ascertaining the maxi-mum amount payable to the owner of the Estate for the 30 years period which was Rs. 88,000,000/-. The agreed amount payable of Rs. 82.5 Mn. had been capitalized on the basis that it represents the value of immovable assets taken over by the Company.

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Balance at the Beginning 5,560,410 8,175,558 5,560,410 8,175,558 Amortisation during the year (2,679,553) (2,615,148) (2,679,553) (2,615,148) Balance at the end 2,880,857 5,560,410 2,880,857 5,560,410

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Balance as at the Beginning 52,249,980 54,999,984 - - Amortization During the Year (2,750,004) (2,750,004) - - Balance at the End 49,499,976 52,249,980 - -

15 IMMOVABLE ESTATE ASSETS ON LEASE

14.2 Computer softwares

Richlife Diaries Limited - 265,553,003 - Renuka Agri Organics Limited - 136,574 - - 265,689,577 - -

14.1.1 Goodwill on Acquisition Consist of Following Companies

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

All computer software costs incurred by the Company which are not integrally related to associated hardware have been classified as intangible assets.

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Balance at the Beginning - - - - Additions during the year 15,000,000 - - - Amortisation during the year - - - - Balance at the end 15,000,000 - - -

14.3 Trade License

Renuka Organics Private Limited has acquired the trade license to operate desiccated coconut milk at Unagahadeniya for a sum of Rs. 15Mn. during 2014/2015. The management has estimated to amortise the cost of the trade license over a period of 10 years from financial year 2015/2016.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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17.2 Further Investments in Subsidiaries

a) Renuka Organics (Pvt) Limited On 27th February 2015, Renuka Agri Foods PLC invested Rs. 609,000,000/- in 4,350,000 ordinary shares issued by Renuka Organics (Pvt)

Ltd, a 100% owned subsidiary of Renuka Agri Foods PLC.

b) Kandy Plantations Limited Renuka Organics (Pvt) Ltd, a 100% owned subsidiary of Renuka Agri Foods PLC, has subscribed its entitlement for the right issue in Kandy

Plantation Ltd of 9,899,985 shares for total consideration of Rs. 197,999,700 on 31st March 2015.

17.3 Disposal of Subsidiary

a) Richlife Dairies Limited Renuka Agri Foods PLC disposed its holding (20,290,000 Ordinary Shares) in Richlife Dairies Limited to Shaw Wallace Ceylon Limited on

30th January 2015 for a consideration of Rs. 605,000,000/-

17.4 PRINCIPAL SUBSIDIARIES

As at 31st March 2015The following disclosure excerpt highlights the group composition and the proportion of ownership interests held by NCI.

Company Principal Activities Class of Shares Proportion of Group Non- Held class held Interest (%) controlling interest (%)

Renuka Organics (Pvt) Limited Manufacture and export of organic products Ordinary 100% 100% 0%Kandy Plantations Limited Organic cultivation of agricultural produce Ordinary 94% 94% 6%Ceylon Forestry (Pvt) Limited Planting and managing of Forestry Ordinary 56% 56% 44%Ceylon Botanical (Pvt) Limited Investment in Agricultural property Ordinary 56% 56% 44%

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

% Holding No. of Shares As at 31st March 2015 2014 2015 2014

Investment in Subsidiary Companies - Unquoted Renuka Organics (Pvt) Limited - - 659,000,000 50,000,000 Richlife Diaries Limited - - - 927,000,000 - - 659,000,000 977,000,000

Renuka Organics (Pvt) Limited 100% 100% 4,850,000 1,000,000Richlife Diaries Limited - 100% - 20,290,000

17 INVESTMENT IN SUBSIDIARIES

17.1 Investment in subsidiary - Company

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Balance as at the Beginning 2,486,462 2,555,532 2,486,462 2,555,532 Additions During the Year 5,220,000 - 5,220,000 - Amortization During the Year (131,914) (69,070) (131,914) (69,070) Balance at the End 7,574,548 2,486,462 7,574,548 2,486,462

This represents the premium paid to the Board of Investment of Sri Lanka for the acquisition of leasehold land in year 2001 and year 2014. It is amortized over the leasehold period of 50 years with effect from the year 2001 and year 2014 respectively.

16 PREMIUM PAID FOR LEASEHOLD PREMISES

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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Non-controlling interest represent the equity in subsidiaries that are not attributable, directly or indirectly to the parent Company. Profit or loss and each component of other comprehensive income are attributed to the Company and non-controlling interests. Losses are attributed to non-controlling interests even if the non-controlling interests balance reported in the consolidated statement of financial position in negative. Non-controlling interests are directly recognized as the difference between the proceeds received and the carrying amount of the acquired interests. The difference is recorded as a reduction or increase in equity under transactions with non-controlling interests. Upon disposal of rights in a subsidiary that does not result in a loss of control, an increase or decrease in equity is recognized as the difference between the consideration received by the Group and the carrying amount of the non-controlling interests in the subsidiary adjusted for the disposal of goodwill in the subsidiary, if any, and amounts recognized in other comprehensive income, if any,. Transaction costs in respect of transaction with non-controlling interests as also recorded in equity. Significant inter group balances and transaction and gain ad losses resulting from intergroup transactions are eliminated in full in the consolidated financial statements The financial statement of the Company and of the consolidated investees are prepared as of the same date and period. The accounting policies in the financial statements of those investees are applied consistently and uniformly with the policy applied in the financial statements of the Company.

Summarised financial information for subsidiaries that have non-controlling interests that are material to the Group.

The following summarized financial information is shown on a 100 percent basis. It represents the amounts shown in the subsidiaries financial statements prepared in accordance with IFRS under Group accounting policies, including fair value adjustments, and before intercompany eliminations.

As at 31st March Kandy Plantations Ceylon Forestry Ceylon Botanical Limited (Pvt) Limited (Pvt) Limited 2015 2015 2015

Revenue 234,763,448 - - Profit after tax 14,199,362 8,950,769 45,563 - attributable to non-controlling interests 3,042,737 4,731,127 24,083 - attributable to Renula Agri Foods PLC 11,156,625 4,219,642 21,480 Other comprehensive income 276,333 - - Total comprehensive income 14,475,695 8,950,769 45,563 Non-current assets 93,707,650 70,837,155 20,003,155 Current assets 299,531,264 126,759 5,235,468 Current liabilities (50,435,568) (6,946,510) (47,939) Non-current liabilities (68,780,385) - (883) Net assets 274,022,961 64,017,404 25,189,801 - attributable to non-controlling interests 16,146,490 17,101,255 11,040,648 - attributable to Renula Agri Foods PLC 257,876,471 46,916,149 14,149,153 Dividend paid to non-controlling interests (2,253,893) - -

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Renuka Consumer Foods Limited 329,600,000 - - - 329,600,000 - - -

Renuka Organics (Pvt) Ltd, a 100% owned subsidiary of Renuka Agri Foods PLC, has invested in 1,600,000 shares in Renuka Consumer Foods Ltd for a total consideration of Rs. 329,600,000 on 31st March 2015, equivalent to 20% of the issued shares of Renuka Consumer Foods Ltd.

18 INVESTMENT IN EQUITY ACCOUNTED INVESTEES

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Harvested Crop 45,116,093 8,954,997 - - Raw Materials and Consumables 64,154,567 51,689,776 61,826,773 29,428,369 Finished Goods 157,887,215 166,632,439 157,887,215 160,090,768 Packing Material and Consumables 155,571,002 102,132,504 155,556,197 63,771,384 Machinery Spare Parts 37,926,020 50,967,064 37,780,404 28,071,938 Goods in Transit 17,520 8,948,466 - 8,948,466 Work in Progress 111,037,675 59,283,897 111,037,675 55,060,433 571,710,092 448,609,143 524,088,264 345,371,358 Less : Provision for the Obsolete Inventories (10,892,818) (7,279,834) (10,892,818) (7,029,834) 560,817,274 441,329,309 513,195,446 338,341,524

19.1 Provision for Obsolete Inventories

Balance at the Beginning 7,279,834 7,029,834 7,279,834 7,029,834 Provisions made During the Year 3,612,984 250,000 3,612,984 - Balance at the End 10,892,818 7,279,834 10,892,818 7,029,834

19 INVENTORIES

As at 31st March Name of associate Principal Financial statement % holding in 2015 Activities Reporting date voting rights Rs.

Renuka Consumer Foods Limited Holding Company 31st March 2015 20%

Non-current assets 1,107,709,776 Current assets 4,821,517Current liabilities 1,833,287Non-current liabilities -Non controlling interests 80% Net assets attributable to the equity shareholders of the parent 222,139,601 Company’s share of net assets 888,558,404 Goodwill - Carrying amount in the statement of financial position 1,110,698,005Revenue -Loss from continuing operations (421,188)Net Loss (421,188)

18.1 PRINCIPAL ASSOCIATESThe following disclosure excerpt provides summarized financial information for associates and a reconciliation to the carrying amount in the statement of financial position.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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Trade Debtors 138,144,420 394,967,235 135,419,835 173,483,466 Staff Loans and Advances 17,575,733 627,477 4,568,900 627,477 Other Receivables 14,955,352 457,284 2,042,103 446,391 Pre-Payments 3,621,682 11,462,374 3,621,682 2,199,319 Deposit and Advances 109,509,648 44,117,572 106,601,278 38,888,350 Sundry Debtors - 7,520,779 - - 283,806,835 459,152,721 252,253,798 215,645,003 Provision for Impairment Losses (Note 20.1) - (8,633,299) - 283,806,835 450,519,422 252,253,798 215,645,003

20.1 Provision for Impairment Losses Balance at the Beginning 8,633,299 7,357,090 - - Provision made During the Year 4,518,609 4,755,614 - - Reversal due to Disposal of Subsidiary (2,456,504) - - - Write off During the Year (10,695,404) (3,479,405) - - Balance at the End - 8,633,299 - -

VAT Recoverable 1,935,200 2,280,778 - 750,238 NBT Recoverable - 1,130,250 - 1,130,250 Income Tax 11,381 5,835,566 - - Notional Tax 415,525 415,525 415,525 415,525 WHT Recoverable 206,473 131,773 206,473 131,773 ESC Recoverable 12,355,775 7,159,588 12,355,775 7,159,588 14,924,354 16,953,480 12,977,773 9,587,374

Renuka Agro Exports Limited 4,503,196 10,824,539 - 5,776,594 Renuka Organics (Pvt) Limited - - - 32,197,832 Kandy Plantations Limited - - - 9,371,164 Renuka Shipping & Travels (Pvt) Limited 8,540,890 600,000 8,332,871 600,000 Renuka Enterprises (Pvt) Limited 2,040,000 - 2,040,000 - Renuka Foods PLC 375,062 43,926,148 - 43,926,148 Renuka Teas (Ceylon) (Pvt) Limited 1,207,001 - 1,207,001 - Richlife Diaries Limited - - - 2,975,148 McShaw Automotive Limited - 10,000 - 10,000 Shaw Wallace Ceylon Limited 17,656,584 - 17,656,584 - Renuka Agri Organics Limited 475,791 - - - 34,798,524 55,360,687 29,236,456 94,856,886

20 TRADE AND OTHER RECEIVABLES

21 TAX RECOVERABLES

22 AMOUNTS DUE FROM RELATED COMPANIES

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Investments in Unit Trust (Note 23.1) 551,255,853 - 300,000,000 - Investments in Equity Shares - Renuka Agri Organics Limited 1,000 - - - 551,256,853 - 300,000,000 -

23 AVAILABLE FOR SALE INVESTMENTS

23.1 The Group has invested Rs 551,255,853 in the Capital Alliance Corporate Treasury Fund in 46,300,287 units at Rs 11.9061 per unit as at 31st March 2015.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

1. Retirement age 55 Years 55 Years 2. Discount rate 11% 10.50% 3. Salary increment rate 10% 10% 4. Demographic Assumption A 67/70 Mortality A 67/70 Mortality

Table Table

As at 31st March 2015 2014 Rs. Rs.

Fixed Deposits - 230,307,119 - 140,000,000 Short Term Deposits 3,656,676 3,556,756 3,656,676 3,556,756 Call Deposits 6,968,371 111,571,287 73,242 104,291,833 Cash at Bank and in Hand 249,660,183 95,077,508 162,457,013 46,380,994 260,285,230 440,512,670 166,186,931 294,229,583 Bank Overdraft (20,805,235) (245,279,985) (752,818) (82,489,608) Cash and Cash equivalents for the Cash Flow Purpose 239,479,995 195,232,685 165,434,113 211,739,975

Balance as at the Beginning of the Year 29,265,874 26,028,208 17,270,168 13,658,403 Adjustment due to Acquisition/(Disposal) of Subsidiaries (8,423,867) (2,000,825) - - Interest Cost for the Year 337,407 2,826,835 - 1,502,424 Current Service Cost for the Year (177,222) 4,929,556 (1,097,531) 2,611,613 Payments Made During the Year (2,882,020) (1,486,950) (1,205,000) (639,300) Actuarial (Gain)/Loss for the Year (314,015) (1,030,950) - 137,028 Balance at the Year End 17,806,157 29,265,874 14,967,637 17,270,168 Balance as at the Beginning of the Year 29,265,874 26,028,208 17,270,168 13,658,403 Adjustment due to Acquisition/(Disposal) of Subsidiaries (8,423,867) (2,000,825) - Provision/(Reversal) made During the Year (153,830) 6,725,441 (1,097,531) 4,251,065 Payment During the Year (2,882,020) (1,486,950) (1,205,000) (639,300) Balance at the end 17,806,157 29,265,874 14,967,637 17,270,168

An actuarial valuation of retirement benefit obligation was carried out as at 31st March 2015 by Mr.M.Poopalanathan, Actuarial and Management Consultants (Private) Limited. The valuation methods used by the actuary to value the benefit is the “Projected unit credit method”, the method recommended by the Sri Lanka Accounting Standards No 19 ( LKAS 19) “Employee Benefits”. The Principal assumptions used were as follows and those had been uniformly applied to all the companies in the group.

561,750,000 Shares 1,194,452,950 1,194,452,950 1,194,452,950 1,194,452,950

24 CASH AND CASH EQUIVALENTS

27 RETIREMENT BENEFIT OBLIGATION

25 STATED CAPITAL

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

26 REVALUATION RESERVE

Balance as at 1st April - - - - Surplus on revaluation of building 105,389,266 - 105,389,266 - Deferred tax on revaluation reserve (12,646,712) - (12,646,712) - Closing balance 92,742,554 - 92,742,554 -

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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Discount Rate Salary Escalation rate Present Value of Defined Benefit Obligation Rs.

One Percentage Point increase As given in Report 57,558,695 One Percentage Point decrease As given in Report 65,054,643 As given in Report One Percentage Point increase 65,309,265 As given in Report One Percentage Point decrease 57,274,818

27.1 Sensitivity Analysis - Group Values appearing in the financial statements are sensitive to the changes of financial and non-financial assumptions used. The sensitivity

related to discount rate and salary escalation rate are as follows;

Balance at the Beginning of the Year 177,670,675 271,177,681 112,377,987 218,282,840 Disposal of Subsidiary (20,211,458) Borrowings During the Year 527,439,327 372,261,274 428,290,066 337,722,819 Repayment During the year (382,916,688) (465,768,283) (307,528,642) (443,627,672) Balance at the Year End 301,981,856 177,670,675 233,139,411 112,377,987

28.1 Repayment Due within One Year 293,793,171 69,879,996 233,139,411 44,700,629

28.2 Repayment Due After One Year 8,188,685 107,796,179 - 67,677,358 301,981,856 177,670,675 233,139,411 112,377,987

28 LOANS AND BORROWINGS

28.3 Details of Loans and Borrowings of the Company

Name of theBank /Lessor

FacilityObtained

InterestRate

Repayment Terms Assets Pledged

Outstanding BalanceRs.

2015 2014DFCC Bank PLC Boiler Loan 6.5% p.a To be paid in 72 installments

with a grace period of 24 months starting from July 2008 in monthly installment of Rs.267,363/-

Primary mortgage over leasehold rights of an allotted plot of land depicted on lot no:28 at Yatadawala.

3,414,163 6,657,943

HSBC Limited Packing Credit loan

LIBOR+3.75% Repayable on Demand

Corporate guarantee of USD 1,000,000/- from Renuka Foods PLC.

32,832,800 23,862,311

National Development Bank PLC

Medium term loan

6% 24 equal monthly installments of USD 40,625/- each

a. Primary Mortgage over stock and book debts for USD 740,000/-

b. Agreement to mortgage over stocks and book debts for USD 1,180,000/-

c. Corporate guarantee from Renuka Agro Exports Limited for USD 940,000/-.”

8,493,812 64,227,771

Packing Credit loan

6.5% p.a Repayable on Demand

- 188,398,636 17,932,748

233,139,411 112,680,773

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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28.4 Details of Loans and Borrowings of the Group

Name of theBank /Lessor

FacilityObtained

InterestRate

Repayment Terms Assets Pledged

Outstanding BalanceRs.

2015 2014

Renuka Agri Foods PLCDFCC Bank Boiler Loan 6.5% p.a To be paid in 72 installments

with a grace period of 24 months starting from July 2008 in monthly installment of Rs.267,363/-

Primary mortgage over leasehold rights of an allotted plot of land depicted on lot no:28 at Yatadawala.

3,414,163 6,657,943

HSBC Limited Packing Credit loan

LIBOR+ 3.75% p.a

Repayable on demand Corporate guarantee of USD 1,000,000/- from Renuka Shaw Wallace PLC and LKR 25,000,000/- from Richlife Dairies Ltd.

32,832,800 23,862,311

National Development Bank PLC

Medium term loan

6% 24 equal monthly installments of USD 40,625/- each

a. Primary Mortgage over stock and book debts for USD 740,000/-

b. Agreement to mortgage over stocks and book debts for USD 1,180,000/-

c. Corporate guarantee from Renuka Agro exports Limited for USD 940,000/-.

8,493,812 64,227,771

Packing Credit loan

6.5% Repayable on demand 188,398,636 17,932,748

233,139,411 112,680,773

Kandy Plantations LtdNational Development Bank PLC

Term Loan 8% Bi annual repayments commencing from June 2014

No Security 8,188,685 -

Renuka Organics (Pvt) LtdNational Development Bank PLC

Packing credit loan

6.5% Repayable on demand 60,653,760 -

Richlife Dairies LimitedDFCC Bank Term Loan AWPR

+ 3% p.aTo be paid in 48 installment with a grace period of 12 a monthly installment of Rs.729,167/-

- 26,979,162

Bank of Ceylon Long Term Loan

6.5% p.a Repayable over 96 equal monthly installments

Property held at, Pirivena Road, Moligoda, Wadduwa for Rs.426 Mn.

- 3,775,068

Hatton National Bank

"Term Loan (Special Scheme)"

8% p.a To be repaid over a period of 05 years in 53 equal monthly installments of Rs. 0.465Mn each & a final installment of Rs.0.355Mn plus interest commencing after an initial grace period of 06 months. Interest to be serviced monthly during the grace period.

Corporate guarantee of Rs. 325 Mn- from Renuka Agri Foods PLC

- 4,897,173

Term Loan AWPR + 0.75% p.a

To be repaid over a period of 05 years in47 monthly installments of Rs. 3.4Mn each & a final installment of Rs.0.2Mn plus interest commencing after an initial grace period of 01 year. Interest to be serviced monthly during the grace period.

Corporate guarantee of Rs. 325 Mn- from Renuka Agri Foods PLC

- 17,639,285

Import Loan AWPR + 0.5% p.a

Repayable within 90 days Corporate guarantee of Rs. 325 Mn- from Renuka Agri Foods PLC

- 12,002,000

- 65,292,688

301,981,856 177,973,461

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Balance as at the Beginning of the Year 62,804,807 65,542,760 - - Accrued Interest - (56,694) - - Repayments During the Year (2,664,460) (2,681,259) - - Disposal of Subsidiary (140,347) - 60,000,000 62,804,807 - - Interest in Suspense - - - - Balance at the End of the Year 60,000,000 62,804,807 - - Lease rentals Payable within One Year 2,500,000 2,698,815 - - Lease Rental Payable After One Year 57,500,000 60,105,992 - - Balance Payable as at Year End 60,000,000 62,804,807 - -

29.1 Analysis by Company Kandy Plantations Limited ( Note 29.2) 60,000,000 62,500,000 - - Richlife Dairies Limited ( Note 29.3) - 304,807 - - 60,000,000 62,804,807 - -

29 FINANCE LEASE OBLIGATION

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

29.2 Kandy Plantations Limited

Land Balance as at the Beginning of the Year 62,500,000 65,000,000 - - Repayments During the Year (2,500,000) (2,500,000) - - Balance as at the Year end 60,000,000 62,500,000 - - Lease Rentals Payable within One Year 2,500,000 2,500,000 - - Lease Rentals Payable After One Year 57,500,000 60,000,000 - - 60,000,000 62,500,000 - -

29.3 Richlife Dairies Limited

Plant and Machinery Balance as at the Beginning of the Year 304,807 486,066 - - Repayments During the Year (164,460) (181,259) - - Disposal of Subsidiary (140,347) - - - 304,807 - - Interest in Suspense - - - - - 304,807 - -

Lease Rentals Payable within One Year - 198,815 - - Lease Rentals Payable After One Year - 105,992 - - - 304,807 - -

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

2015 2014 Temporary Tax Temporary Tax Differences Effects Differences Effects Rs. Rs. Rs. Rs.

30 DEFERRED TAXATION

Balance at the Beginning 44,084,737 41,126,612 22,255,143 18,550,119 Reversal Due to Disposal of Subsidiary (15,672,680) (1,104,898) - - Provision Made / ( Reversal) during the year 42,142,528 4,063,023 48,045,379 3,705,024 Balance at the Year end (Note 30.1) 70,554,585 44,084,737 70,300,522 22,255,143

30.1 Provision for Differed Tax is attributable to the followings.

a. Company On Property, Plant and Equipment 593,545,345 72,096,638 202,090,392 24,250,847 On Retirement Benefit Obligation (14,967,637) (1,796,116) (16,630,868) (1,995,704) 578,577,708 70,300,522 185,459,524 22,255,143

b. Group On Property, Plant and Equipment 657,460,834 109,002,033 561,115,625 56,212,176 On Accumulated Tax Losses (197,956,445) (19,795,645) (53,877,014) (15,085,564) Reversal due to disposal of Subsidiary (156,726,790) (15,672,678) (9,207,483) (1,104,898) On Retirement Benefit Obligation (17,806,157) (2,979,125) 42,635,981 4,063,023 284,971,443 70,554,585 540,667,109 44,084,737

GROUP COMPANYFor the year ended 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Recognized in profit or loss 28,776,635 3,925,981 34,717,168 3,721,467 Recognized in OCI 13,365,893 137,042 13,328,211 (16,443) 42,142,528 4,063,023 48,045,379 3,705,024

30.2 Reconciliation of Deferred Tax Provision

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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Trade Creditors 112,615,002 130,179,752 110,882,939 58,852,463 Accrued Expenses 74,364,290 48,566,635 71,772,247 48,276,092 Other Payables 80,487,806 185,385,571 61,573,860 64,069,036 267,467,098 364,131,958 244,229,046 171,197,591

31 TRADE AND OTHER PAYABLES

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

Renuka Enterprises (Pvt) Limited - 3,011,156 - - Captain Foods (Pvt) Limited - 143,000 - - Renuka Agro Exports Limited 19,452,139 4,599,553 19,343,900 - Renuka Organics (Pvt) Ltd - - 27,169 - Richlife Dairies Limited 4,999,999 - 4,999,999 - Renuka Agri Organics Ltd 2,754,321 - - - 27,206,459 7,753,709 24,371,068 -

32 AMOUNT DUE TO RELATED COMPANIES

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

31.1 Other Payable Reclassification

Balance Before re-classifications - 153,710,991 - 36,589,650 Adjustments - 31,674,580 - 31,674,580 Balance After re-classification - 185,385,571 - 68,264,230

During the current year, the Company modified the classification of other payables from “Trade Receivables” to “Other Payables” in order to reflect more appropriate presentation of payables and receivables as at year end. Comparative amount in the statement of financial posi-tion was also reclassified for consistency which resulted Rs. 31,371,794/- being reclassified from “trade receivables” to “other payables”. This reclassification did not have any effect on the statement of profit or loss and other comprehensive income.

GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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62

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NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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RENUKA AGRI FOODS PLC | Annual Report 2015

64

Amount Rs.

Assets Property, Plant and Equipment 597,979,754 Inventories 81,650,010 Trade and Other Receivables 144,585,117 Tax Recoverable 7,714,029 Amounts Due from Related Companies 41,963,714 Cash and Cash Equivalents 9,743,980 Total Assets 883,637,604

Liabilities Retirement Benefit Obligations 8,423,867 Deferred Tax Liability 15,672,678 Loans and Borrowings 20,211,458 Finance Lease Obligation 140,347 Trade and Other Payables 91,426,315 Amounts Due to related Companies 187,696,544 Bank Overdraft 64,380,844 Total Liabilities 387,952,053 Total Identifiable Net Assets 495,684,551 Goodwill disposed 265,689,577 Sale Proceeds 927,000,000

Profit on disposal of Subsidiary 165,625,873

34 CONTINGENT LIABILITIES There were no material contingent liabilities outstanding as at the reporting date which require adjustments for disclosures in the financial

statements.

35 CAPITAL COMMITMENTS There were no material capital commitments as at the reporting date.

36 EVENTS OCCURRING AFTER REPORTING DATE

The Board of Directors of Renuka Agri Foods PLC has approved the subscription to the entitlement of the rights issue of its fully owned Subsidiary, Renuka Organics (Pvt) Ltd, of 1,800,000 Ordinary Shares for a total consideration of Rs. 252,000,000 on 27th May 2015.

The Directors of Renuka Agri Foods PLC have recommended the payment of a first and final dividend of Rs.0.12 per ordinary share amounting to Rs. 67,410,000/- for the year ended 31 March 2015 for approval by the shareholders at the Annual General Meeting to be held on 18th September 2015. In accordance with Sri Lanka accounting Standard 10 (LKAS 10)- ‘Events after the Reporting Period’, this proposed dividend has not been recognised as a liability as at 31 March 2015.

Other than disclosed above, subsequent to the reporting date, no circumstances have arisen which would require adjustment to or disclosure in the financial statements.

37 COMPARATIVE FIGURES

Comparative figures of the Financial Statements have been reclassified to conform with current years’ presentation. Accordingly the company has reclassified the other payables as disclosed in Note 31.1 in page 61.

38 NET ASSETS DISPOSED DUE TO DISPOSAL OF SUBSIDIARY

38.1 Disposal of Subsidiaries The Group disposed its holding in Richlife Dairies (Pvt) Limited during the year for consideration of Rs. 605,000,000/- to Shaw Wallace

Ceylon Limited. The assets and liabilities of the subsidiary as at the date of disposal were as follows

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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SUB SECTOR COMPANY NATURE

Manufacturing Renuka Agri Foods PLC Manufacture & marketing of a range of coconut products Renuka Organics (Pvt) Ltd Organic certification license holder and investment in plantation /

farm & vertical integration projects

Plantation Kandy Plantations Ltd Engaged in organic certified cultivation of agriculture Ceylon Forestry (Pvt) Ltd Planting and managing forestry Ceylon Botanicals (Pvt) Ltd Investment in agricultural property

Distribution Richlife Dairies Ltd Manufacturing of dairy and fruit juice based products Renuka Consumer Foods Ltd Manufacturing and Trading of FMCG products

MANUFACTURING PLANTATION DISTRIBUTION GROUP TOTAL As at 31st March 2015 2014 2015 2014 2015 2014 2015 2014 Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Revenue 2,098,588,684 1,947,373,596 234,763,448 205,113,778 1,086,808,966 1,341,968,705 3,451,914,519 3,494,456,079

Intra Group - - (31,753,421) (44,261,735) - - (31,753,421) (44,261,735)

Segment Revenue 2,130,342,105 1,947,373,596 203,010,027 160,852,043 1,086,808,966 1,341,968,705 3,420,161,098 3,450,194,344

Gross Profit 464,712,037 344,524,314 74,861,334 84,455,494 219,080,313 270,886,302 758,653,684 699,866,110

Other Operating Income 10,352,188 15,625,777 14,479,647 15,079,874 3,944,117 14,170,830 28,775,952 44,876,481

Administration Expenses (135,324,679) (172,931,487) (57,956,122) (49,270,714) (34,651,015) (52,884,961) (227,931,816) (275,087,162)

Selling and Distribution Expenses (54,203,821) (42,091,735) (8,044,991) (30,565,933) (175,567,307) (288,563,968) (237,816,119) (361,221,636)

Profit/(Loss) on Disposal of Subsidiary 165,625,873 (25,511,449)

Elimination/Unallocated (5,699,993) (17,644,628) (100,000) (100,000) (5,799,993) (17,744,628)

Segment Profit from Operations 279,835,732 127,482,241 23,239,868 19,598,721 12,806,108 (56,391,797) 481,507,581 65,177,716

Finance Income 13,923,645 51,032,669 2,678,698 454,025 863,587 219,442 17,465,930 51,706,136

Finance Costs (8,960,478) (56,490,932) (292,805) - (9,880,668) (21,075,792) (19,133,951) (77,566,724)

Segment Net Finance Costs 4,963,167 (5,458,263) 2,385,893 454,025 (9,017,081) (20,856,350) (1,668,021) (25,860,588)

Profit Before Tax 284,798,899 127,399,652 25,625,761 20,052,746 3,789,027 (82,623,821) 479,839,560 39,317,128

Taxation (39,082,226) (6,594,941) (2,430,067) (4,066,817) 4,256,665 (311,000) (37,255,628) (10,972,758)

Profit for the Year 245,716,673 120,804,711 23,195,694 15,985,929 8,045,692 (82,934,821) 442,583,932 28,344,370

39 OPERATING SEGMENTS

Segment information is presented in respect of the group’s operating segments. Operating Segments are based on the Group’s management and internal reporting structure.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Segment Capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than a period of one year.

The Group Comprises the following main operating segments:

Manufacturing

Plantation

Distribution

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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MANUFACTURING PLANTATION DISTRIBUTION GROUP TOTAL 2015 2014 2015 2014 2015 2014 2015 2014 Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

ASSETSNon Current AssetsProperty, Plant and Equipment 992,197,299 398,362,058 24,205,152 129,958,836 - 550,599,066 1,016,402,451 1,078,919,960Biological Assets - - 45,842,832 35,648,016 - - 45,842,832 35,648,016Intangible Assets 17,880,857 5,560,410 - - - - 17,880,857 5,560,410Immovable Estate Assets on Lease - - 49,499,976 52,249,980 - - 49,499,976 52,249,980Premium Paid Leasehold Premises 7,574,548 2,486,462 - - - - 7,574,548 2,486,462Goodwill on Acquisition - - - - - - - 265,689,577Investment In Equity Accounted Investees 329,600,000 - - - - - 329,600,000 -Segment Non-Current Assets 1,347,252,704 406,408,930 119,547,960 217,856,832 - 550,599,066 1,466,800,664 1,440,554,405

Current AssetsInventory 554,592,109 338,341,524 6,225,165 11,256,124 - 91,731,661 560,817,274 441,329,309Trade and Other Receivables 267,379,933 215,921,979 16,426,902 6,541,273 - 228,056,170 283,806,835 450,519,422Tax Recoverable 12,977,773 9,587,374 1,946,581 1,544,131 - 5,821,975 14,924,354 16,953,480Amounts Due from Related Companies 30,087,309 43,523,587 4,711,215 11,837,100 - - 34,798,524 55,360,687Available for sale Investments 351,256,853 - 200,000,000 - - - 551,256,853 -Cash and Cash Equivalents 191,606,112 351,026,415 68,679,118 83,782,556 - 5,703,699 260,285,230 440,512,670Segment Current Assets 1,407,900,089 958,400,879 297,988,981 114,961,184 - 331,313,505 1,705,889,070 1,404,675,568

TOTAL ASSETS 2,755,152,793 1,364,809,809 417,536,941 332,818,016 - 881,912,571 3,172,689,734 2,845,229,973

Non Current LiabilitiesRetirement Benefit Obligations 14,967,637 17,505,093 2,838,520 3,213,404 - 8,547,377 17,806,157 29,265,874Loans and Borrowings - 67,677,358 8,188,685 - - 40,118,821 8,188,685 107,796,179Finance Lease Obligation - - 57,500,000 60,000,000 - 105,992 57,500,000 60,105,992Deferred Tax Liability 70,300,522 22,501,689 254,063 504,464 - 21,078,584 70,554,585 44,084,737Segment Non- Current Liabilities 85,268,159 107,684,140 68,781,268 63,717,868 - 69,850,774 154,049,427 241,252,782

Current LiabilitiesLoans and Borrowings 293,793,171 44,700,629 - - - 25,173,867 293,793,171 69,874,496Finance Lease Obligation - - 2,500,000 2,500,000 - 198,815 2,500,000 2,698,815Trade and Other Payables 252,483,931 174,187,940 22,751,997 54,022,189 - 135,921,829 275,235,928 364,131,958Amounts Due to Related Companies 24,452,138 7,753,709 2,754,321 - - - 27,206,459 7,753,709Dividend Payable 4,091,943 3,671,169 - - - - 4,091,943 3,671,169Income Tax Payable 386,241 248,211 1,628,049 611,037 - - 2,014,290 859,248Bank Overdraft 752,818 82,489,608 20,052,417 2,916,111 - 159,874,266 20,805,235 245,279,985Segment Current Liabilities 575,960,242 313,051,266 49,686,784 60,049,337 - 321,168,777 625,647,026 694,269,380

TOTAL LIABILITIES 661,228,401 420,735,406 118,468,052 123,767,205 - 391,019,551 779,696,453 935,522,162

40 FINANCIAL RISK MANAGEMENT FRAMEWORK

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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Sensitivity Analysis A strengthening of the Sri Lankan Rupees as indicated below, against the US Dollar as at 31st March 2015 would have increased/

(decreased) the equity and profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant.

Strengthing Weakening As at 31st March Profit or Loss Equity Profit or Loss Equity Rs. Rs. Rs. Rs.

31st March 2015 5,813,254 - (5,813,254) - USD (10% movement)

31st March 2014 USD (10% movement) 14,942,528 - (14,942,528) -

As at 31st March 2015 2014 Rs. USD Rs. USD

Trade and other Payables 45,646,368 342,562 15,432,286 119,909Trade and other Receivables 87,466,894 656,412 159,268,810 1,237,520Cash and cash equivalents 16,312,017 122,417 14,916,716 115,903Gross Statement of Financial Position Exposure 58,132,543 436,627 158,753,240 1,233,514

The following significant exchange rates were applicable during the year

Average Rate Reporting Date Spot Rate As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

US Dollars 131.10 128.53 133.25 128.70

Financial Risk Factors The activities of the Company’s and the Group exposed to variety of financial risks:

1. Market Risk - Currency Risk, - Interest Rate Risk - Price Risk 2. Credit risk 3. Liquidity risk

The Company’s and the Group’s overall financial risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Company and the Group. Financial risk management is carried out through risk reviews, internal control systems, insurance programmes and adherence to the Company’s and the Group’s financial risk management policies.

The Board of Directors regularly reviews these risks and approves the risk management policies, which covers the management of these risk

1. MARKET RISK Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company’s and

the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

a. Currency Risk The risk that the fair value or future cash flows of a financial instrument fluctuation due to changes in foreign exchange rates. The

Company is exposed to currency risk on sales, purchases that are denominated in a currency other than Sri Lankan Rupees (LKR). The foreign currencies in which these transactions primarily denominated is US Dollars.

Exposure to Currency Risk The Group’s exposure to foreign currency risk was as follows based on notional amounts. The Company and the Group involves with foreign exchange transactions and are exposed to foreign exchange risk arising from

various currency exposures, primarily with respect to the US Dollar. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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Exposure to Credit Risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows;

Impairment Losses

The Company and the Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of Trade and Other Receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incur but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets.

The aging of Trade and Other Receivables at the reporting date was as follows;

Exposure to Credit Credit Carrying Amount As at 31st March 2015 2014 Rs. Rs.

Carrying Amount 2015 2014 2013 As at 31st March Gross Balance Gross Balance Gross Balance Rs. Rs. Rs.

Trade and other Receivables 283,806,835 450,519,422 Amount due from Related Companies 34,798,524 55,360,687 Balances with Banks 260,285,230 440,512,670 355,035,205 915,020,985

Past due 0 – 30 275,606,710 449,754,119 356,217,999 Past due 31 – 160 8,200,125 9,398,602 7,709,127 283,806,835 459,152,721 224,671,000

b. Interest Rate Risk

The interest risk is that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates at the reporting date, the Group’s interest-bearing financial instruments were as follows

c. Price Risk

Risk that the value of a financial instrument will fluctuate as a result of changes in market prices, whether those changes are caused by factors specific to the individual instrument or its issuer or factors affecting all instrument traded in the market.

Carrying Amount As at 31st March 2015 2014 Rs. Rs.

Fixed Rate Instruments Financial Assets - - Bank Deposits 811,541,083 440,512,670

Variable Rate Instruments Financial Liabilities Loans and Borrowings (301,981,856) 177,670,675 Bank Overdrafts (20,805,235) (245,279,985) 488,753,992 17,562,010

2. CREDIT RISK

Risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Credit risk is managed on the Company and the Group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables (net of deposits held). Individual risk limits are set, based on internal or external ratings. The utilization of credit limits is regularly monitored. The Company and the Group place its cash and cash equivalents with a number of creditworthy financial institutions. The Company’s and the Group’s policy limits the concentration of financial exposure to any single financial institution. The maximum credit risk exposure of the financial assets of the Company and the Group are approximately their carrying amounts as at statement of financial position date.

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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3. LIQUIDITY RISK

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, without incurring unacceptable losses or risking damage to the Group’s reputation.

Prudent liquidity risk management implies maintaining sufficient liquid funds to meet its financial obligations. In the management of liquidity risk, the Company and the Group monitor and maintain a level of cash and cash equivalents deemed adequate by the management to finance the Company’s and the Group’s operations and to mitigate the effects of fluctuations in cash flows. Due to the dynamic nature of the underlying business, the Company and the Group aim at maintaining flexibility in funding by keeping both committed and uncommitted credit lines available.

As at 31st March Carrying 0-12 More than Amount Months 1 year Rs. Rs. Rs.

As at 31st March 2015 Financial Liabilities (Non-Derivate) Interest Bearing Borrowings 301,981,856 293,793,171 8,188,685 Amount due to Related Companies 27,206,459 27,206,459 - Trade and other Payables 267,467,098 267,467,098 - Bank OD’s 20,805,235 20,805,235 - Total 617,460,648 609,271,963 8,188,685

As at 31st March 2014 Financial Liabilities (Non-Derivate) Interest Bearing Borrowings 177,973,461 70,177,282 107,796,179 Amount due to Related Companies 7,753,710 7,753,710 - Trade and other Payables 364,131,958 352,878,428 11,253,530 Bank OD’s 245,279,885 245,279,885 - Total 795,139,014 676,089,305 119,049,709

Cash and Cash Equivalents

The Company held cash and cash equivalents of Rs.260,285,230 at 31st March 2015 (Rs.440,512,670 as at 31st March 2014) which represent its maximum credit exposure on these assets.

The maximum exposure to credit risk for Trade and Other Receivables as at the reporting date by geographic areas as follows;

Carrying Amount As at 31st March 2015 2014 Rs. Rs.

Domestic 211,258,292 268,512,117 Europe 40,713,001 63,881,293 Middle East 5,483,238 26,121,477 Asia 4,463,609 3,465,476 United States 1,669,356 5,260,229 Canada 3,651,716 5,428,211 Caribbean 17,876,820 35,508,474 Africa 3,577,429 6,875,777 Australia 10,031,726 12,727,873 298,725,187 427,780,927

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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GROUP COMPANY As at 31st March 2015 2014 2015 2014 Rs. Rs. Rs. Rs.

4. Capital Management

The primary objective of the Company’s and the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company and the Group manage its capital structure and make adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Company and the Group may or may not make dividend payments to shareholders, return capital to shareholders or issue new shares or other instruments. Consistent with others in the industry, the Company and the Group monitor capital on the basis of the Net Debt to Equity Ratio. This ratio is calculated as Net Debt by total equity. Net Debt includes non-current and current borrowings as shown in the statements of financial position. Total equity is calculated as ‘Total equity’ in the statements of financial position.

The Net Debt to Equity Ratio as at 31st March was as follows:

5. OPERATIONAL RISK

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company’s processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate behavior. Operational risks arise from all of the Company’s operations.

The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management.

This responsibility is supported by the development of overall Company standards for the management of operational risk in the following areas:

• Requirements for appropriate segregation of duties, including the independent authorization of transactions

• Requirements for the reconciliation and monitoring of transactions

• Requirements for the reconciliation and monitoring of transactions

• Documentation of controls and procedures

• Requirements for the periodic assessment of operational risks faced, and the adequacy of controls and procedures to address the risks identified

• Development of contingency plans

• Training and professional development

Total Liabilities 779,696,453 935,522,162 598,271,275 412,106,860 Cash and cash equivalents (260,285,230) (440,512,670) (166,186,931) (294,229,583) Net Debt 519,411,223 495,009,492 432,084,344 117,877,27 Total Equity 2,392,993,281 1,909,707,811 2,284,053,939 1,997,953,665 Net Debt to Equity Ratio 22% 26% 19% 6%

NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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NOTES TO THE FINANCIAL STATEMENTS (CONTD.)

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RENUKA AGRI FOODS PLC | Annual Report 2015

72

REAL ESTATE PORTFOLIO

Classification

Company

Clasificatin

Group

Company Location Land /

Building

Last revalua-

tion date

Land extent (Perchaes) Building Fair value as at

31/03/2015

Rs.Lease Hold Free Hold No of

Buildings

Building

in sq. ft

IP PPE Ceylon Botanical (Pvt) Ltd

Viharagala Estate, Matale

Land 31.03.2015 10,842 20,000,000

PPE PPE Kandy Plantations Ltd

Giriulla Estate, Nalla, Diuldeniya

Building 4 8,094 16,923,532

PPE PPE Renuka Organics (Pvt) Ltd.

Unagahadeniya Land 303.3 21,231,000

PPE PPE Renuka Agri Foods PLC

EPZ, Wathupitiwela

Building 31.03.2015 9 81,364 239,162,900

Unagahadeniya Land 420.4 21,428,000

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Annual Report 2015 | RENUKA AGRI FOODS PLC

73

FIVE YEAR SUMMARY

Year Ended 31St March 2015 2014 2013 2012 2011 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 (Restated)

a) Summary of Operation Revenue 3,420,161 3,450,194 2,564,829 1,975,028 1,220,656 Gross Profit 758,654 699,866 604,807 623,072 221,006 Profit before finance cost and tax 481,508 65,178 211,430 365,566 148,031 Profit before taxation 479,840 39,317 189,216 336,241 146,429 Taxation (37,256) (10,973) 1,446 1,652 (2,824) Profit after tax 442,584 28,344 190,661 337,894 143,605 Profit attributable to equity holders of the company 434,786 22,711 200,971 316,443 144,009

b) Summary of Financial Position Capital and reserves Stated capital 1,194,453 1,194,453 1,194,453 552,453 552,453 Revaluation Reserve 92,743 - - - - Retained earnings 1,062,649 677,389 710,245 605,241 345,799 Shareholders’ fund 2,349,845 1,871,842 1,904,698 1,157,694 898,252 Minority interest 43,148 37,866 482,739 129,698 34,987 Total Equity 2,392,993 1,909,708 2,387,437 1,287,392 933,239 Liabilities Non- Current liabilities 154,049 241,253 291,713 258,495 109,450 Current liabilities 625,647 694,269 572,390 709,634 115,571 Total Liabilities 779,697 935,522 864,103 968,129 225,021

Total Equity and Liabilities 3,067,300 2,813,859 3,251,540 2,255,521 1,158,260 Assets Property, plant and equipment 1,015,702 1,078,920 1,436,515 1,206,291 532,613 Investment properties 20,000 - 283,495 55,089 46,275 Investments - - - - - Other non-current assets 735,399 361,634 307,670 307,195 8,327 Current assets 1,401,588 1,404,676 1,223,860 686,946 571,045 Total Assets 3,172,690 2,845,230 3,251,540 2,255,521 1,158,260

c) Key Indicators Earnings per share (Rs.) 0.77 0.04 0.38 0.79 0.36 Net profit margin (%) 12.94% 0.82% 7.37% 17.11% 11.76% Net assets value per share (Rs.) 4.18 3.33 3.39 2.90 2.24 Dividend per share (Rs.) 0.12 0.10 0.15 0.10 0.10 Dividend payout (%) 12.99% 250% 39.47% 12.66% 27.78% Dividend cover (times) 7.7 0.4 2.53 7.9 4.52 Interest cover (times) 25.17 1.81 5.13 12.67 92.4 Current ratio (times) 2.24 2.07 2.14 0.97 8.36 Gearing ratio (%) 2.67% 8.08% 8.60% 12.36% 1.46% Return on equity (%) 18.83% 1.51% 10.01% 29.19% 15.99%

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RENUKA AGRI FOODS PLC | Annual Report 2015

74

SHAREHOLDER AND INVESTOR INFORMATION

2015 2014Total No of Shareholders 3,692 3,297

Total No of Shares 561,750,000 561,750,000

31st March 2015 31st March 2014

No of Shares HeldNo of

ShareholdersNo of Shares %

No of Shareholders

No of Shares %

1 - 1,000 1,312 569,027 0.10% 1,250 553,499 0.10%

1,001 - 10,000 1,414 6,554,635 1.17% 1,350 5,958,060 1.06%

10,001 - 100,000 791 26,033,018 4.63% 573 16,196,618 2.88%

100,001 - 1,000,000 142 39,298,302 7.00% 88 26,680,086 4.75%

1,000,000 & Over 33 489,295,018 87.10% 36 512,361,737 91.21%

3,692 561,750,000 100.00% 3,297 561,750,000 100%

31st March 2015 31st March 2014

No of Shares HeldNo of

ShareholdersNo of Shares %

No of Shareholders

No of Shares %

Individuals 3,548 139,524,694 24.84% 3,177 155,030,468 27.60%

Institutions 144 422,225,306 75.16% 120 406,719,532 72.40%

Total 3,692 561,750,000 100.00% 3,297 561,750,000 100%

31st March 2015 31st March 2014

No of Shares HeldNo of

ShareholdersNo of Shares %

No of Shareholders

No of Shares %

Resident 3,647 432,110,605 76.92% 3,244 401,635,005 71.50%

Non Resident 45 129,639,395 23.08% 53 160,114,995 28.50%

Total 3,692 561,750,000 100.00% 3,297 561,750,000 100%

1st of April to 31st March 2015 2014Share Price

Highest (Rs.) 5.60 4.80

Lowest (Rs.) 3.10 3.10

As at 31St March (Rs.) 4.70 3.10

Market Capitalization

As at 31St March (Rs. '000) 2,640,225,000 1,741,425,000

No of Trades 14,019 4,101

No of shares Traded 217,489,399 39,742,786

Value of Shares Traded (Rs.) 929,244,843 160,461,088

Dividends

Proposed/paid final Dividend (Rs.) 67,410,000 56,175,000

(Rs. 0.12 cents per Share)

(Rs. 0.10 cents per Share)

SHARE INFORMATION

ORDINARY SHAREHOLDING

SHARE TRADING INFORMATION

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Annual Report 2015 | RENUKA AGRI FOODS PLC

75

as at 31.03.2015 as at 31.03.2014

Name No. of shares % No. of shares %

RENUKA FOODS PLC 281,400,000 50.09 281,400,000 50.09

GREVEN HOLDINGS LTD 34,735,743 6.18 34,735,743 6.18

MR. T.T.T. AL-NAKIB 22,995,000 4.09 41,862,948 7.45

GRACE FOODS UK LIMITED 22,500,000 4.01 22,500,000 4.01

MRS. A.T.T.T.ALNAKIB 14,855,280 2.64 14,855,280 2.64

GRACEKENNEDY LIMITED 12,255,555 2.18 12,255,555 2.18

DEUTSCHE BANK AG-NATIONAL EQUITY FUND 8,955,580 1.59 8,955,580 1.59

DR. S. R. RAJIYAH & MRS. I.R. RAJIYAH (Jt) 8,426,278 1.50 8,426,278 1.50

DEUTSCHE BANK AG AS TRUSTEE FOR NAMAL ACUITY VALUE FUND 8,220,240 1.46 8,220,240 1.46

MR. H.A.PIERIS 7,103,454 1.26 5,342,770 0.95

INSITE HOLDINGS (PVT) LTD 7,000,000 1.25 - -

MR W. DUSFORD 7,000,000 1.25 7,000,000 1.25

FIRST CAPITAL LIMITED 5,000,509 0.89 - -

DEUTSCHE BANK AG AS TRUSTEE TO ASTRUE ALPHA FUND 4,758,214 0.85 - -

PEOPLE'S LEASING & FINANCE PLC/C.D.KOHOMBANWICKRAMAGE 4,653,589 0.83 - -

MR. K.C. VIGNARAJAH 4,220,340 0.75 4,340,018 0.77

DISTILLERIES COMPANY OF SRI LANKA PLC A/C NO. 02 3,668,560 0.65 3,668,560 0.65

MR. I. RAHEEL & MR. A. RAHEEL (JT) 3,479,500 0.62 3,479,500 0.62

LANKEM DEVELOPMENS PLC 3,370,000 0.60 - -

MR. H.A.A.H.ALGHARABALLY 3,368,237 0.60 4,277,237 0.76

467,966,079 83.29 461,319,709 82.10

SHAREHOLDER AND INVESTOR INFORMATION (contd.)

TOP 20 MAJOR SHAREHOLDERS

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RENUKA AGRI FOODS PLC | Annual Report 2015

76

NOTICE OF MEETING

Notice is hereby given that the 16th Annual General Meeting of the Company will be held at the Sri Lanka Foundation Institute, No. 100,

Independence Square, Colombo 7 on the 18th September 2015 at 2.00 p.m. for the following purposes :-

1. To receive and consider the Report of the Directors and the Statement of the Audited Financial Statement for the year ended

31st March 2015 with the Report of the Auditors thereon.

2. To re-elect Mr. M Terfloth as a Director who retires by rotation in terms of Article 28 (2).

3. To re-appoint Mr. C.J. De S. Amaratunge who is 75 years of age, as a director in terms of Section 211 of the Companies Act

No. 7 of 2007 and it is specifically declared that the age limit of 70 years referred to in section 210 of the Companies Act No.

7 of 2007 shall not apply to the said Mr. C.J. De S. Amaratunge.

4. To declare a dividend of Rs 0.12 per share.

5. To authorise the Directors to determine the contribution to charity.

6. To re-appoint M/s KPMG, Chartered Accountants as the Auditors and authorise the Directors to determine their remuneration.

By Order of the Board,

Sgd.

Renuka Enterprises (Pvt) Ltd

Company Secretaries

5th August 2015

Note:-(i) A member entitled to attend and vote at the above Meeting is entitled to appoint a proxy to attend and vote instead of the

member, such proxy need not be a member.

(ii) A Form of Proxy is enclosed with this Annual Report.

(iii) The completed Form of Proxy should be deposited at the Registered Office of the Company at “Renuka House”, No. 69, Sri Jinaratana Road, Colombo 2, on or before 1.00 p.m. on 16th September 2015, being not less than 48 hours before the time appointed for the holding of the Meeting.

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Annual Report 2015 | RENUKA AGRI FOODS PLC

77

FORM OF PROXY

I / We ................................................................................................................................................................................................................................................................ of

.................................................................................................................................................................................................................................................................. being

a member/members of Renuka Agri Foods PLC, hereby appoint;

................................................................................................................................................(NIC No. …….……………...............................................…………………………..)

of ........................................................................................................................................................................................................................................................................

..............................................................................................................................................................................................................................................................................

Or failing her/him

Dr. S.R. Rajiyah or failing him Mrs. I.R. Rajiyah or failing her Mr. S.V. Rajiyah or failing him Mr. C.J. de S. Amaratunge or failing him Mr. V. Sanmugam or failing him Mr. L.M. Abeywickrama or failing him Ms. A.L. Rajiyah or failing her Mr. S. Nagarajah or failing him Mr. M. Terfloth or failing him Mr. M.K.A. Ranglin

as my/ our proxy to represent me / us and to speak and to vote on my / our behalf at the Annual General Meeting of the Company to be held on the 18th day of September 2015 and at any adjournment thereof and at every poll which may be taken in consequence thereof.

1. To receive and consider the Report of the Directors and the Statement of the Audited Financial Statements for the year ended 31st March 2015 with the Report of the Auditors thereon.

2. To re-elect Mr. M. Terfloth as a Director.

3. To re-appoint Mr. C.J. De S. Amaratunge as a Director

4. To declare a dividend of Rs 0.12 per share.

5. To authorise the Directors to determine the contribution to charity.

6. To re-appoint M/s KPMG, Chartered Accountants as Auditors to the Company and authorise the Directors to determine their remuneration.

Dated this …………………………. day of ……………………………. 2015.

...................................................Signature of Shareholder

Note:

(a) A proxy need not be a member of the Company.(b) Instructions regarding completion appear overleaf.

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RENUKA AGRI FOODS PLC | Annual Report 2015

78

FORM OF PROXY (contd.)

1. To be valid, the completed Form of Proxy should be deposited at the Registered Office of the Company, at “Renuka House”, No. 69, Sri Jinaratana Road, Colombo 2, on or before 1.00 p.m, on 16th September 2015 being not less than 48 hours before the time appointed for the holding of the Meeting.

2. In perfecting the Form of Proxy, please ensure that all the details are legible.

3. Please indicate with an ‘X’ in the space provided how your proxy to vote on each resolution. If no indication is given the proxy, in his discretion, will vote, as he thinks fit.

4. In the case of a Company / Corporation, the proxy must be under its Common Seal which should be affixed and attested in the manner prescribed by its Articles of Association.

5. In the case of proxy signed by the Attorney, the Power of Attorney must be deposited at the Registered Office at “Renuka House”, No. 69, Sri Jinaratana Road, Colombo 2, for registration.

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CORPORATE INFORMATION

Name of the Company Renuka Agri Foods PLC

Registration NumberPB 1108/PQ

Legal FormQuoted Public Company with Limited Liability

Principal ActivityAgri Business

Board of DirectorsDr. S.R. Rajiyah - (Chairman)Mrs. I.R. Rajiyah Mr. C.J. De S. AmaratungeMr. S.V. Rajiyah Mr. L.M. Abeywickrama Mr. W. Rajapakshe (Resigned w.e.f. 31/03/2015)Mr. M. Terfloth Mr. V. Sanmugam Ms. A.L. RajiyahMr. M.K.A. Ranglin Mr. S. Nagarajah

Company SecretariesRenuka Enterprises (Pvt) Ltd.No. 69, Sri Jinaratana Road,Colombo 2.

Registrar S.S.P. Corporate Services (Pvt) Ltd.No. 546, Galle Road,Colombo 3.

Parent CompanyRenuka Foods PLC

Registered Office“Renuka House”No. 69, Sri Jinaratana Road,Colombo 2, Sri Lanka.Telephone : 0094-11-2314750-5Fax : 0094-11-2445549Email : [email protected]

Postal AddressP.O. Box 961, Colombo

Stock Exchange ListingColombo Stock Exchange

Audit Committee Mr. S. Nagarajah Mr. C.J. De S. AmaratungeMr. L.M. Abeywickrama (Appointed w.e.f. 31/03/2015)Mr. W. Rajapakshe (Resigned w.e.f. 31/03/2015)

Remuneration Committee Mr. M.S. Dominic (Chairman)Mr. C.J. De S. AmaratungeMr. T.K. Bandaranayake

AuditorsKPMG, Chartered Accountants

Legal Consultants Nithya Partners – Attorneys -at-Law

Bankers National Development Bank PLCHatton National Bank PLCPeoples BankBank of CeylonCommercial Bank of Ceylon PLCHong Kong & Shanghai Banking Corporation Ltd.DFCC Bank PLC

Deisgned & Printed by Ceylon Printers PLC

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